Welcome to MetaGym and thank you for visiting our website ("MetaGym Website"), downloading and accessing our MetaGym mobile application ("MetaGym App").
By using the Services, you agree to be bound by these Terms. Further, you agree to comply with all applicable laws, rules, and regulations governing your use of the Services. If you do not wish to be bound by these Terms, please do not use the Services.
Any information, materials, graphics, links, images, badges, avatars, tokens, or data, in whatever arrangement or form, we make available to you through our Services is referred to as "Content".
Any information, text, photos, materials, video, images, text, and/or Data (as defined in section 5 below), and which may include your name, username, likeness, password, and/or voice, in any form or arrangement which you may upload or download, or otherwise provided to the Services by you, is collectively referred to as "User Content", and is governed by the Rights You Grant Us. Please see section 5 (Rights You Grant Us) for further details.
You are only eligible to access and use our Services, if you are of legal age in your country, state, region, or province.
By accessing and using the Services, you also agree that:
- you can form a binding contract with us;
- that you have the right, authority, and capacity to agree to and abide by the Terms; and
- you will comply with the Terms and all applicable local, state, national, and international laws, rules and regulations.
If you don't agree to the above, then don't use our Services. If it comes to our attention that you are violating our eligibility requirements, we will take appropriate measures to enforce our requirements, including, but not limited to, terminating your access and use of our Services.
In order to use the Services, you must create an account ("Account") and provide certain information about yourself as prompted by the account registration form which includes a unique sign-in name ("Username") and password ("Password"). Keep your Username and Password secure. Do not allow anyone else to use your Account. Do not register for more than one Account, register an Account on behalf of someone else, or transfer your Account to another person or entity. You are solely responsible for maintaining the confidentiality of your Account information (including your Password), and all activity occurring on your Account.
You will need to provide accurate and current registration information, including but not limited to, personal information about yourself. Your registration information may be stored for our records and future use. By creating an Account, you acknowledge and agree that: (a) all required registration information you submit is truthful, accurate, current, and complete; and (b) you will maintain the accuracy, truthfulness, and completeness of such information. You agree to promptly notify us by email of any unauthorized use, suspected unauthorized use of your Account, any other breach of security, or if we need to deactivate your Username or Password. You may terminate your Account with us at any time, for any reason, by following the instructions on the MetaGym App. We reserve the right to delete or change your Username or Password, and/or reclaim your Username, at any time and for any reason.
**** To the maximum extent allowed by applicable law, we are not responsible for any loss or activity that results from the unauthorized use of your Account. ****
4. RIGHTS WE GRANT YOU
We hereby grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, worldwide license to access and use our Services (the "Your License"). Your License is for the sole purpose of letting you use and enjoy our Services as intended by us and permitted by these Terms. Your License will remain in effect until and unless our Services are terminated by you or us. Your License will apply to our Services as modified, supplemented, updated, and otherwise altered. All rights not expressly granted to you are expressly reserved by us.
5. RIGHTS YOU GRANT US
Through your use of our Services, you give us, including our third party payment processor (as applicable), the right to receive, collect, use, host, store, the following information pertaining to you: (a) personal data (e.g., name, geo-location, contact information, login, and payment information) ("Personal Data") and (b) location, log-file, analytics data, and other information volunteered by you or collected automatically through your use of our Services ("Analytical Data") (collectively Personal Data and Analytical Data, the "Data").
By using our Services, you hereby grant us a non-exclusive, irrevocable, perpetual, sub-licensable, transferable, royalty-free, worldwide license to use, host, store, copy, aggregate, distribute, publish, publicly perform, publicly display, grant sublicenses to, and otherwise use your User Content, in any format and on any platform, either now known or hereinafter created (the "License").
You agree that this License includes the right for us to use the User Content (a) to improve, develop new products and services, including features and functionality and provide support for the Services; (b) to make User Content submitted to or through the Services available to other companies, organizations, or individuals, subject to these Terms; (c) to comply with requests that are legal in nature (e.g., subpoenas, court orders, legal process, law enforcement requests, legal claims, or government inquiries, and to protect and defend the rights, interests, safety, and security of our Services, our affiliates, users, or the public); (d) to comply with service and business provider requests (e.g., payment applications and services); and (e) in connection with a sale, merger, acquisition or other business transfer.
Further, you also agree that this License includes the right for us: (i) to allow the Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services; (ii) to provide advertising and other information to you unless you opt-out; and (iii) to allow our business partners to do the same unless you opt-out. Any part of the Services may be influenced by commercial considerations, including our agreements with third parties. Some Content licensed by, provided to, created by, or otherwise made available by us, may contain advertising as part of the content. The Services make such Content available to you unmodified.
As part of our commitment to providing you with the best service, we welcome comments, reviews, and ideas for and about the following: Services, features, modifications, enhancements, Content, refinements, technologies, offerings, promotions, strategies, or feature names, or any related documentation, artwork, computer code, diagrams, or other materials you wish to provide your opinion and suggestions, or opine on (collectively, "Feedback").
By using our Services, you grant us a non-exclusive, irrevocable, perpetual, sub-licensable, transferable, royalty-free, worldwide license to use, host, store, copy, modify, aggregate, create derivative works from, distribute, publish, publicly perform, publicly display, grant sublicenses to, and otherwise fully exploit, your Feedback in any format and on any platform, either now known or hereinafter created, with no obligation of any kind to you. Additionally, we have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason. We do not accept any Feedback that is confidential. All Feedback is provided on a non-confidential basis. We are not under any obligation to keep confidential any Feedback that you send to us confidentially or to refrain from using or disclosing it in any way.
*** Subject to these Terms and all applicable laws, you retain any and all rights which may exist in your User Content and Feedback. ***
6. PROHIBITED USES OF OUR SERVICES
You may use our Services only for lawful purposes and in accordance with these Terms. We reserve the right, in our sole discretion, to determine whether you have violated this section. You agree not to, nor permit, authorize or allow any third party to use the Services in any one or more of the following ways:
- Interfere with or attempt to interfere with the proper working of the Services, disrupt, tamper with, breach or attempt to probe, scan, test or damage any part of the Services, or any networks, computer, or servers connected to the Services, attack the Services via a denial-of-service attack or a distributed denial-of-service attack, or bypass any measures we may use to prevent or restrict access to the Services;
- Make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, or create any derivative works of the Services or any content included therein, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Services or any derivative works thereof;
- Use automated scripts to collect information from or otherwise interact with the Services;
- Use the Services for any commercial or unauthorized purpose, including but not limited to: (a) distributing, licensing, transferring, marketing, renting, leasing, or selling, in whole or in part, any of the Services or any derivative works thereof; (b) unauthorized advertising, solicitations, contests, sweepstakes,promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes;" (d) incorporating the Services or any portion thereof, into any other program or product; (e) linking to, referencing or otherwise promoting commercial products or services;
- Impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with us, our employees, another user, or any other person or entity;
- Use our Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
- Provide us with any private information about or from any third party, including, but not limited to, email addresses, number and feature in a personal identity document (e.g. social security numbers or passport numbers), unless authorized by the third party and in accordance with our policies;
- For any illegal or fraudulent activity;
- To violate the rights of others (whether intellectual property, privacy or otherwise);
- To threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm to another;
- To include any User Content that infringes or misappropriates the intellectual property rights of others;
- To include any User Content that requires an export license, unless User has obtained the appropriate export licenses;
- To include any User Content or engage in any activity that promotes child sexual exploitation or abuse;
- To include any User Content that is defamatory, obscene, abusive, or an invasion of privacy of another;
- To distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations;
- To violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device or the Services;
- To incorporate malicious content (including but not limited to, code, files, scripts, agents or programs), such as malware, time bombs, trojan horses, viruses or similar content that are intended to interfere with the Services or do harm to the Services;
- To permit direct or indirect access to or use of the Services in a way that circumvents a contractual limit; or
- To perform any action or activity that conflicts with the terms and conditions of these Terms.
We reserve the right, at any time, without notice, to terminate or suspend your access to our Services, at our discretion, for any reason, pursuant to section 16 (Term and Termination).
7. PAID SERVICES
You can find a description of our Service options on the MetaGym App, and we will explain which Service options are available to you when you create an Account. Certain features may be made available to you at no additional charge. However, other features may require payment before you can access them (the "Paid Services").
We may also offer special promotions, or other services, including offerings of third-party products and services in conjunction with or through our Services. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate, or otherwise amend our offered Paid Services plans and promotional offerings at any time in accordance with these Terms.
If you cancel your Paid Services, you may not be able to re-subscribe for the same features and rates as the previous Paid Services that you subscribed to. Note that certain features and rates for Paid Services may be discontinued in the future.
When signing up for an Account you will be required to provide a valid method of payment (a "Payment Method"). You may update your Payment Method at any time by accessing your Account. Payment of fees that are due and payable by you to us will be made in either United States currency or NFTs, i.e. cryptocurrency.
By placing an Order through your Account, you also agree and authorize: (a) the Payment Method you provide to be immediately charged for all fees and taxes applicable to your Order; (b) to share your payment information and fulfill the instructions required by third-party payment processors or service providers to complete the payment transactions; and (c) no additional notice or consent is required for the foregoing authorizations. If the payment method is declined or no longer available and there is no alternative payment method, then we will not process your Order, and we will notify you accordingly. You are responsible for all activities and charges that occur under your Account. Your liability for such charges shall continue after termination of these Terms.
All amounts paid to us are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Services, any disruption to the Services, or any other reason whatsoever.
We are currently not collecting sales tax on the sale of tokens, avatars, NFTs, or any other purchases based on current guidance of the IRS. If it is determined by the IRS that we were required to collect sales tax on tokens, avatars, NFTs, or any other purchases that you have already purchased, you agree to pay the sales tax for those previously purchased tokens, avatars, NFTs, or any other purchases and allow us to use your then-current Payment Method for such collection of sales tax to remit to the government.
We reserve the right to change the fees for the Paid Services, at any time. Changes to the fees for Paid Services will not affect purchases made prior to the effective date of the changes to the fees for the Paid Services. Your continued use of your Paid Services after the date any changes to the fees for the Paid Services becomes effective, will constitute your acceptance of such fee changes, unless you cancel your Paid Services prior to the automatic renewal.
If there are unpaid amounts or any payment owed to us that is associated with your Account ("Outstanding Amount"), we will promptly notify you of the Outstanding Amount via the email you have on file with us. If the Outstanding Amount is not received within ten (10) calendar days of such email notice from us, we reserve the right to terminate or suspend your access and use of our Services, at our sole discretion. Details of any such termination or suspension of the Services will be provided in the notice you receive from us.
If you fail to remedy any Outstanding Amount in accordance with the terms of our notice, you may be charged fees that are incidental to our collection of this Outstanding Amount. Such fees or charges may include but are not limited to, collection fees, attorney's fees, convenience fees or other third-party charges. Interest shall accrue from the date owed on any Outstanding Amount at the rate of one percent (1%) per month or as otherwise permitted by law, until the Outstanding Amount is paid by you to us.
9. BETA SERVICES
From time to time, we may make available to you access and use of a non-production version of the Services on a no-charge basis for a limited period of specified time based on the specified terms disclosed when you sign-up for the offer ("Beta Services"). You agree: (a) not to use the Beta Services for benchmarking or performance testing, and (b) not to allow any other individual to access or use the Beta Services.
The Beta Services may have limited features, functions, data storage, data security, data continuity, data retention, or other limitations as determined by MetaGym. The Beta Services have not been fully tested and may contain defects or deficiencies, which may not be corrected by MetaGym. You understand that the generally available production version that is released by MetaGym may have different features and functionality than the Beta Services.
If you do not already have an Account, we will require you to set up an Account before starting the Beta Services. The specific terms and duration of the Beta Services will be stated in your Account. To the extent permitted under applicable laws, we reserve the right, in our sole discretion, to change or terminate Beta Services, at any time, without prior notice, and with no liability.
We will verify your eligibility for any Beta Services prior to offering such services. If we are unable to confirm your status as qualifying for our offered Beta Services, we may ask you to provide documentation evidencing your eligibility. We reserve the right, in our sole discretion, to determine the validity of the documentation and your eligibility to receive any Beta Services. Any Beta Services that you sign up for is for your individual use only. You may not transfer or assign your Beta Services to any other party.
10. USER CONTENT
We do not control, take responsibility for, or assume liability for any User Content posted, stored, or uploaded by you, another person that uses your Account with or without your permission ("Third Party User"), or any other users for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. We disclaim and take no responsibility for your conduct, that of Third Party Users, or that of any other users, on or off our Services. We do not endorse or approve of User Content. We may review your User Content, before or after you post it and we reserve the right to not post or later remove any of your User Content which we determine, in our sole discretion, is not in accordance with these Terms or applicable laws, or in response to complaints from other users or third parties. While we reserve this right to monitor your User Content posted, stored or uploaded to your Account, we are also under no obligation to do so.
When you submit User Content to the Services, you acknowledge and agree that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of your User Content. You are responsible and liable if any of your User Content violates or infringes the intellectual property or privacy rights of any third party. We are not obligated to remove any User Content, except as required by law. If you believe that your rights are being violated with respect to your User Content, please contact us at email@example.com.
Any User Content that you post, store or upload to the Services will be considered non-confidential and non-proprietary. We are free to copy, disclose, incorporate, and otherwise use, any User Content that you post, store or upload to the Services without notice, compensation, or other obligation to you. If you do not want us to use your User Content for any purpose, you should not post, store or upload your User Content to the Services.
From time to time, we may pull User Content you share on social media using our brand name, brand hashtags, other social media indicators (collectively, the "MetaGym Hashtags"), or tagging us using any one of our social media handles. You acknowledge and agree that by using our brand name, tagging us, or using a MetaGym Hashtag, that it may be used by us in our Services, and you hereby grant us permission and authorize us to use your name or social media handle in association with your User Content for identification, publicity related to the Services, including after your termination of your Account or your access to the Services. You acknowledge and agree that the posting and use of your User Content, including to the extent that your User Content includes your name, username, likeness, voice, or photograph, does not violate, misappropriate, or infringe on the rights of any third party, including without limitation, privacy rights, publicity rights, copyrights, trademark, and other intellectual property rights.
You authorize us to act on your behalf with respect to infringing uses of your User Content taken from the Service by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your User Content is taken and used by third parties outside of the Services.
**** You understand that any Analytical Data (i.e. not Personal Data) will be stored for your use only for a period of twelve (12) months from the date that it was originally collected. Unless authorized in writing by us or under applicable law, after twelve (12) months the Data will be deleted from your Account. ****
11. THIRD PARTY CONTENT AND WEBSITES
We may provide access, links, embedded content, or other methods of interacting with third-party web pages, social media platforms, mobile apps, content, applications, products, and services, including advertisements and promotions (collectively, "Third Party Content") on our Services, as a service to those interested in this information. We provide access to Third Party Content for your convenience only.
The inclusion of Third Party Content does not imply our endorsement of Third Party Content or any association with the operators of the Third Party Content. We do not update, review, investigate, verify, or monitor the Third Party Content.
If you access Third Party Content, you do so at your own risk. Third Party Content is not under our control and we do not take responsibility for any information or materials on Third Party Content, its accuracy or completeness, the availability of Third Party Content, or any form of transmission received from any Third Party Content.
When you visit other websites via Third Party Content ("Third Party Websites"), or participate in promotions or business dealings with third parties, you should understand that our terms and policies no longer govern. The terms and policies (including, but not limited to use policies and privacy policies) of those Third Party Websites will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites that you visit from our Services. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to provide to any Third Party Websites, and you irrevocably waive any claim against us with respect to such Third Party Websites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any Third Party Websites.
The Services, along with all Content and other materials therein, including, without limitation, our logos, trademarks, service marks and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof, including any copies thereof, are the property of MetaGym Inc., a Delaware company, and/or our licensors (as applicable), and are protected by U.S. and international patent law, copyright law, trade secret law, trademark law, and all other proprietary rights.
Any trademarks, service marks, graphics, logos, and other marks and indicators of source or origin, used in connection with the Services, are our trade names, trademarks, or registered trademarks (collectively "MetaGym Marks"). Other parties' trademarks, service marks, graphics, and logos used in connection with the Services, are the trademarks or registered trademarks of their respective owners (collectively "Third Party Marks"). Nothing contained in the Services should be construed as a license or right to use any MetaGym Marks or Third Party Marks displayed on the Services. You may not use, copy, modify, or disable any of the MetaGym Marks or Third Party Marks appearing on the Services without our express written permission or the express written permission of the owner.
13. WARRANTY DISCLAIMERS
**** To the extent permitted by applicable law, we disclaim any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, course of performance or dealing, usage of trade, or non-infringement of third party rights. The Services, including any materials, information, software, facilities, services, content, features, and other elements of the Services, is provided on an "as-is" and "as available" basis. Your use of the Services is at your own risk. ****
**** While the Services have been compiled in good faith, we make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your devices, loss of data, or other harm that results from your access to or use of the Services; (c) the deletion of, or the failure to store or transmit, any content and other communications maintained by the Services; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; and (e) any defects or errors in the Services will be corrected. Further, we make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of any third party products made available through the use of the Services. ****
**** This section applies to the fullest extent permitted by applicable law. This section does not affect your statutory rights as a consumer. ****
You agree to indemnify, defend, and hold us harmless from and against any third party claims, actions, liabilities, losses, costs, expenses, or damages of any nature whatsoever (including attorney’s fees) due to or arising out of one or more of the following: (a) your misuse of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations and (d) your User Content. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
15. LIMITATION OF LIABILITY
**** To the extent permitted by law, in no event will we be liable for (a) any damages, including, but not limited to, direct, indirect, incidental, special, consequential or punitive damages, arising out of or in connection with your use of the Services or any information or Content contained as part of the Services or any Third Party Content, (b) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the Services, whether an action alleging such damages is brought in contract, negligence, tort, or otherwise. ****
**** In no event will our total liability under any and all causes of action on a cumulative basis exceed the payments made by you to us during the immediately preceding twelve (12) month period. ****
**** The exclusions and limitations set forth herein are fundamental elements of the basis for the bargain between us and you. ****
16. TERM AND TERMINATION
These Terms commence and are binding on the first date you access or use the Services. You may terminate the Terms by discontinuing your use of the Services or deleting your Account at any time, for any reason, by following the instructions on the MetaGym App. We may suspend or terminate your Account, or cease providing you with all or part of the Services, at any time, for any or no reason, including, but not limited to, if we reasonably believe: (a) you have violated these Terms in any manner, including but not limited to, using the Services in a manner not authorized by these Terms; (b) due to unlawful conduct; (c) you create risk or possible legal exposure to us; or (d) our provision of the Services to you is no longer commercially viable. These Terms will continue to apply to you until terminated by either you or us.
After terminating or suspending your access to the Services, we will send you a notice stating the reason(s) why we took action against your Account. From time to time, we may conduct a case-by-case review of our decision to terminate or suspend your use and access to the Services, provided you email us the reasons you believe we should reverse our decision. You can email us at the following email address, firstname.lastname@example.org, within a reasonable time of our decision to terminate or suspend your access to the Services and your Account. Upon receipt of your email, we may, but are in no way required or obligated to, review your reasons and respond within a reasonable time.
If we suspend or terminate your Account, or cease providing you with all or part of the Services due to your violation of any portion of the prior paragraph, then you agree that you shall not attempt to re-register with or access the Services through use of a different Username or otherwise. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You acknowledge we will not refund any amounts you have already paid, nor will you be entitled to receive a refund for fees related to those Services to which your access has been terminated.
17. CLASS ACTION WAIVER
**** You agree that you may bring claims against us only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, multiple plaintiff, or similar proceeding. ****
**** You agree that any arbitration shall be limited to the dispute between MetaGym and you individually. To the full extent permitted by law: (a) no arbitration shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. ****
18. GOVERNING LAW
The laws of the State of California, without regard to principles of conflict of laws, will govern any dispute of any sort arising out of or relating to these Terms, the Services, or your relationship with us. Any dispute relating in any way to your use of the Services shall be resolved in the courts of the State of California in San Francisco, California, and you consent to the exclusive jurisdiction and venue in such courts.
19. DISPUTE RESOLUTION
We are confident our customer service department can resolve most concerns quickly and to your satisfaction. Please contact Support by email at email@example.com.
**** After the informal dispute resolution process, MetaGym and you agree that any remaining dispute, claim, or controversy between you and us arising in connection with or relating in any way to these Terms or to your relationship with us as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms) will be determined by mandatory, binding, individual arbitration (for purposes of clarification, no class action arbitration is permitted under these Terms). ****
Both MetaGym and you agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this section.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by electronic mail ("Dispute Notice(s)"). Our email address for Dispute Notices is: firstname.lastname@example.org. The Dispute Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the dispute directly, but if we do not reach an agreement to do so within thirty days (30) after the Dispute Notice is received, you or us may commence an arbitration proceeding. Either you or we may start arbitration proceedings. Any arbitration between you and us will take place under the Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in force (the "AAA Rules"). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. We can also help put you in touch with the AAA. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules.
During the arbitration, the amount of any settlement offer made by you or us shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of our last written settlement offer, then we will instead pay you either the amount of the award or one thousand dollars ($1,000.00), whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient. All documents and information disclosed shall also not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator's decision and award, and shall not be disclosed except in confidence to persons who have a need to know for such purposes, or as required by applicable law.
Notwithstanding the above paragraphs, you and us both agree that nothing in this arbitration clause will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual: (a) action in a U.S. small claims court; (b) claim for infringement of your or our intellectual property, or access to the Services that is unauthorized or exceeds authorization granted in these Terms; or (c) action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this arbitration clause doesn't stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
These Terms constitute the entire agreement between you and us, and govern your use of the Services. These Terms completely replace any prior agreements between you and us in relation to the Services.
22. FORCE MAJEURE
We shall not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by any act, event, non-happening, omission, or accident beyond our reasonable control and includes, but is not limited to, any one or more of the following: (a) strikes, lock-outs, labor dispute, or other unanticipated work stoppage; (b) civil disturbance, riot, invasion, terrorist attack, or threat of terrorist attack, war, or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, pandemic, epidemic, or other natural disaster or public health emergency; (d) impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport; (e) failure of or the impossibility to use public or private telecommunications networks, internet systems, or power systems; (f) acts, decrees, legislation, embargos, regulations, or restrictions of any government; (g) casualty or other acts of God; or (viii) other cause beyond our reasonable control ("Force Majeure Event"). You agree that your sole and exclusive remedy where our delay or failure to perform is occasioned by Force Majeure Event(s) is to terminate your access and use of the Services, pursuant to section 15 (Term and Termination).
23. UPDATES AND CUSTOMER SUPPORT
At various times, we may choose to make available updates or other changes or enhancements to the Services (collectively, "Service Updates"). Service Updates may be:
- Automatic, such as in connection with general website changes and additional features or updates to data required by the Services;
- At your election, in which instance you will receive information and instructions for how to authorize optional Service Updates; and
- Mandatory, in which case you will be required to consent to the Service Update or install or upgrade a third-party plug-in if you wish to maintain access to the Services.
Please note that the Services may be unavailable during a Service Update.
For general customer support, or assistance with Account or payment related questions ("Customer Support Queries"), please email us at email@example.com. We will use reasonable efforts to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame, and/or that we will be able to answer any such queries.
24. CHANGES TO TERMS
We reserve the right to modify these Terms at any time, without prior notice to you. Occasionally, we may make changes to these Terms and the most recent version of our Terms is the one that applies to you. If we make material changes to these Terms, we will provide you with notice by displaying a prominent notice on the MetaGym Website or MetaGym App or by sending you an email. Please make sure you read any such notice carefully. Having received notice of any changes to the Terms, if you continue to use the Services, then you agree to the updated Terms. If you do not wish to continue using the Services under the updated Terms, you can terminate your access and use of the Services, pursuant to section 15 (Term and Termination).
25. CONTACT US
We welcome comments, questions, concerns, or suggestions. Please send us feedback via email at firstname.lastname@example.org.