These Terms of Website contain an arbitration provision that requires the use of arbitration on an individual basis to resolve disputes and also limit the remedies available to you in the event of a dispute. See Sections 9 and 11 for full details.
By accessing and/or using the Website, including by doing so after accessing this Agreement, you represent and warrant that you are at least eighteen (18) years old, and are otherwise legally qualified to enter into and form contracts under applicable law. If you are using the Website on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
Subject to your compliance with this Agreement, Reactive Lions grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access and use the Website. No part of the Website may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of Reactive Lions. All rights not expressly granted in this Agreement are reserved by Reactive Lions. Without limitation, this Agreement grants you no rights to the intellectual property of Reactive Lions or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement and applicable laws. Your rights under this section will immediately terminate if, in the sole judgment of Reactive Lions, you have breached any provision of this Agreement.
6. THIRD-PARTY CONTENT
The Website may be linked with the apps and websites of third parties ("Third-Party Content"), some of whom may have established relationships with Reactive Lions and some of whom may not. Reactive Lions does not have control over and has not reviewed the content and performance of Third-Party Content. Accordingly, Reactive Lions does not represent, warrant, or endorse any Third-Party Content, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third-Party Content. Opinions, advice, statements, or other information made available through the Website by third parties are those of their respective authors and should not necessarily be relied upon. Reactive Lions disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third-Party Content.
7. PROHIBITED CONDUCT
Reactive Lions imposes certain restrictions on your use of the Website. Any violation of this section may subject you to liability. The following are expressly prohibited: (a) providing false, misleading, or inaccurate information to Reactive Lions or any other person in connection with the Website; (b) impersonating, or otherwise misrepresenting your affiliation, connection, or association with, any person or entity; (c) without express written permission from Reactive Lions, using or attempting to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website; (d) accessing Website content or data not intended for you, or logging into a Website server or account that you are not authorized to access; (e) attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breaching security or authentication measures without proper authorization; (f) interfering or attempting to interfere with the use of the Website by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities; (g) forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Website (for example, SMTP email headers, HTTP headers, or internet protocol packet headers); (h) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Reactive Lions or its agents in providing the Website, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Website to determine and/or audit advertising revenues and payments, if applicable; and (i) paying anyone for interactions on the Website.
8. INTELLECTUAL PROPERTY
"Reactive Lions" and the Reactive Lions logo (collectively, the "Reactive Lions Marks") are trade names, trademarks, or registered trademarks of Reactive Lions. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Website may be the trademarks of third parties. Neither your use of the Website nor this Agreement grants you any right, title, or interest in, or any license to reproduce or otherwise use, the Reactive Lions Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Reactive Lions Marks generated as a result of your use of the Website will inure to the benefit of Reactive Lions, and you agree to assign, and do assign, all such goodwill to Reactive Lions. You shall not at any time, nor shall you assist others to, challenge Reactive Lions' right, title, or interest in, or the validity of, the Reactive Lions Marks.
All content and other materials available through the Website, including without limitation the Reactive Lions logo, names and photographs, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Reactive Lions or are the property of Reactive Lions' licensors and suppliers. Except as explicitly provided, neither your use of the Website nor this Agreement grant you any right, title, or interest in any such materials.
9. DISCLAIMERS, LIMITATION OF LIABILITY
You agree that your use of the Website is at your sole risk. You will not hold Reactive Lions or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Website, including without limitation any loss or damage to any of your computers or mobile devices. The Website may contain bugs, errors, problems, or other limitations.
Reactive Lions, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Website, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Reactive Lions nor its licensors or suppliers warrants that the Website will meet your requirements, or that the operation of the Website will be uninterrupted or error-free. Reactive Lions disclaims all implied liability for damages arising out of the furnishing of the Website pursuant to this Agreement, including without limitation mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to furnish the Website, whether caused by acts of commission or omission, or any other damage occurring.
In no event shall Reactive Lions or its licensors or suppliers be liable to you for any claims arising from your use of the Website or your reliance on any information provided through the Website, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, property damage, or otherwise, regardless of the foreseeability of those damages. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that these limitations of liability represent a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Reactive Lions and you. The Website would not be provided without such limitations.
The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Reactive Lions or between you and any of Reactive Lions' licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Reactive Lions' licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Website or otherwise shall alter any of the disclaimers or limitations stated in this section.
Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Reactive Lions and its owners, parents, subsidiaries, affiliates, contractors, property owners, and third-party vendors (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually,"Claim," and collectively, "Claims"), including but not limited to legal costs and fees, and provide sole and exclusive control of the defense of any action to Reactive Lions, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Reactive Lions, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Website; (iv) your violation or alleged violation of any foreign or domestic, international, federal, state, local, community, or educational law or regulation; (v) your violations of Section 7 regarding prohibited uses of the Website and other prohibited conduct; (vi) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Indemnitees.
11. DISPUTES WITH REACTIVE LIONS
Binding Arbitration and Waiver of Class Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE TO RESOLVE ALL CLAIMS AGAINST EACH OTHER OR AGAINST COMPANY ENTITIES BY BINDING ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE ONE ARBITRATOR. ANY ELECTION TO ARBITRATE BY ONE PARTY SHALL BE FINAL AND BINDING ON THE OTHERS. THE ARBITRATOR MAY AWARD 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 CLAIMS. THE PARTIES AGREE TO WAIVE ANY RIGHT TO JOIN CLAIMS WITH OTHERS OR OTHERWISE PROCEED IN A CLASS ACTION OR REPRESENTATIVE CAPACITY. YOU ACKNOWLEDGE THAT, WITHOUT THIS PROVISION, YOU WOULD HAVE HAD THE RIGHT TO SUE IN COURT WITH A JURY OR PARTICIPATE IN A CLASS ACTION. EACH PARTY KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY OR TO A CLASS ACTION. The arbitration shall be administered by JAMS pursuant to its "Streamlined Arbitration Rules and Procedures", and the arbitrator shall apply California laws. For more information, see www.jamsadr.com. The arbitration may be conducted in person or via document submission, telephone, or email, but the arbitration location shall be in San Francisco, California. The parties each waive any objection to personal jurisdiction and venue. Upon request, we will pay your initial consumer arbitration fee of $250 to JAMS; however, if the arbitrator finds that your claim or the relief sought is frivolous or brought for an improper purpose, you will be responsible for reimbursing us for the initial arbitration fee, without limiting any other remedy available to us. The prevailing party shall be entitled to receive its reasonable attorneys fees, legal costs, and any expenses incurred in such arbitration, and the arbitrator shall determine the prevailing party for this purpose. Notwithstanding this arbitration provision, you may assert a Claim on an individual basis in small claims court if the Claim seeks $2,500 or less.
Provisional Remedies, Venue. THIS AGREEMENT TO ARBITRATE DOES NOT PRECLUDE THE PARTIES FROM SEEKING PROVISIONAL REMEDIES, INCLUDING ORDERS TO STAY COURT ACTION OR COMPEL ARBITRATION, OR FROM APPLYING TO A COURT FOR A TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION, INCLUDING TO PRESERVE INTELLECTUAL PROPERTY RIGHTS, IN STATE OR FEDERAL COURTS IN SAN FRANCISCO, CALIFORNIA. THE PARTIES WAIVE ANY OBJECTION TO PERSONAL JURISDICTION AND VENUE IN SAN FRANCISCO, CALIFORNIA.
Choice of Law. THESE TERMS SHALL BE INTERPRETED AS THOUGH EXECUTED IN SAN FRANCISCO, CALIFORNIA AND SHALL BE GOVERNED BY CALIFORNIA LAWS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
Without limiting any other provision of this Agreement, Reactive Lions reserves the right to, in Reactive Lions' sole discretion and without notice or liability, deny use of the Website to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation.
You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Reactive Lions Notice of your intention to do so.
Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Website. Upon termination, you shall cease any use of the Website.
After termination, Reactive Lions reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Website, including without limitation technological barriers such as IP blocking and direct contact with your internet service provider.
Upon termination, all rights and obligations created by this Agreement will terminate, except the following Sections will survive any termination of this Agreement: Sections 1-2 & 6-14.
All notices required or permitted to be given under this Agreement ("Notices") must be in writing. Reactive Lions shall give any Notice by email sent to the most recent email address, if any, provided by the intended recipient to Reactive Lions. You agree that any Notice received from Reactive Lions electronically satisfies any legal requirement that such Notice be in writing. You shall give any Notice to Reactive Lions by submitting said Notice to us by completing the "Contact Us" form on the Website or contacting us at email@example.com.
Except as specifically stated herein, this Agreement constitutes the entire agreement between Reactive Lions and you concerning your use of the Website. Unless otherwise expressly stated, should any part of this Agreement be declared invalid, void, or unenforceable by an arbitrator or court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable. This Agreement may only be modified by a written amendment signed by an authorized executive of Reactive Lions, or by the unilateral amendment of this Agreement by Reactive Lions along with the posting by Reactive Lions of that amended version. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Reactive Lions. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. You and Reactive Lions are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Except where expressly stated in this Agreement, there are no third-party beneficiaries to this Agreement. The headings in this Agreement are for convenience only and shall have no legal or contractual effect.