Irvine Public Schools Foundation
Terms & Conditions
Effective Date: March 15, 2023
Welcome to the website and online service of the Irvine Public Schools Foundation (“IPSF”, “we”, or “us”), a 501(c)(3) organization. These Terms & Conditions (the “Agreement”) explain the terms by which you may use our online services, website, and software provided on or in connection with the service (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you, the parents or legal guardians of children being enrolled in the Programs (as defined below), signify that you have read, understood, and agree to be bound by this Agreement, whether or not you are a registered user of our Service. IPSF reserves the right to modify these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Service (“Users”).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 10.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 10.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
- Our Service
IPSF provides a place for parents or legal guardians of children to enroll their children in IPSF’s Afterschool Classroom Enrichment Program (ACE), Summer, Specialty Camps, Enrichment Day, and other IPSF Programs (each, a “Program” and collectively, the “Programs”). You hereby acknowledge that the Programs are solely operated by IPSF. You acknowledge and agree that accessing or using this Service does not guarantee your children’s enrollment in any Program.
- 1.1 Eligibility. This is a contract between you and IPSF. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with IPSF, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. Any use or access to the Service by anyone under the age 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by IPSF.
- 1.2 Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. IPSF reserves all rights not expressly granted herein in the Service and the IPSF Content (as defined below). IPSF may terminate this license at any time for any reason or no reason.
- 1.3 User Accounts. IPSF requires that you set up an account on the Service (your “User Account”) to access the services and functionality that IPSF may establish and maintain from time to time and in our sole discretion. You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. IPSF encourages you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) with your User Account. You must notify IPSF immediately of any breach of security or unauthorized use of your User Account and are responsible for promptly changing any affected User Account information by using the mechanisms and contact information on the Service or closing the User Account. IPSF will not be liable for any losses caused by any unauthorized use of your User Account. If there is a dispute between two or more persons or entities as to ownership or control of a User Account, IPSF will be the sole arbiter of that dispute and IPSF’s decision (which may include termination or suspension of the User Account) will be final and binding on those parties. You acknowledge that IPSF reserves the right to terminate User Accounts that are inactive for an extended period of time.
By providing IPSF your email address you consent to IPSF using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. IPSF may also use your email address to send you other messages, such as changes to features of the Service.
- 1.4 Service Rules. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the IPSF servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that IPSF grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures IPSF may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
- 1.5 Changes to the Service. IPSF may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. IPSF may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in IPSF’s sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
- 1.6 Service Location. The Service is controlled and operated from facilities in the United States. IPSF make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- Indemnity; Waiver of Liability; Assumption of Risk; Medical, Publicity, and Safety Releases and Terms.
- 2.1 Indemnity. You acknowledge and agree that you are solely responsible for your children enrolled in Programs, before and after each day’s Programs. You hereby represent and warrant that your child is in good health, and that you know of no reason why your children would be incapable of participating in the Programs. You hereby agree to defend, indemnify, and hold harmless IPSF, the Irvine Unified School District (“IUSD”), and their respective subsidiaries, directors, trustees, officers, agents, licensors, managers (the “Indemnified Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (collectively, “Claims”) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
With respect to your children enrolled in any Programs, you hereby further agree to defend, indemnify, and hold harmless the Indemnified Parties from and against all Claims arising from: (i) your child’s participation in the Program(s) and use of the facilities and property of the Program(s), and you or your children’s injury or damages incurred in relation thereto, whether or not such injury or damage results from the negligent acts or omissions (excluding willful misconduct of Indemnified Parties).
- 2.2 Waiver of Liability; Assumption of Risk. You further hereby agree to release and waive any right you, your heirs, distributes, guardians, legal representatives, and assigns may have or acquire to in any way make a Claim against or sue the Indemnified Parties for Claims of any of the foregoing kind. You agree to assume the risk for any and all damages to any property that your children bring to or use during the Programs, including all equipment required to access online Programs.
- 2.3 Medical and Publicity Releases. You acknowledge that your or your children’s participation in the Programs may have inherent risks and dangers associated therewith, which can result in serious injury or death, including but not limited to risks associated with equipment failure, and risk of brain injuries (such as concussions, chronic traumatic encephalopathy, or other injuries to the brain and any symptoms, conditions disorders and disease resulting therefrom). YOU SPECIFICALLY ASSUME ALL SUCH RISKS AND DANGERS, WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OF ANY OF THE INDEMNIFIED PARTIES. During any and all of the Programs, you hereby give your permission for the staff and volunteers of IPSF and IUSD to administer appropriate medical attention to your children and agree to be solely responsible for the costs and expenses of such treatment. You hereby irrevocably permit, authorize, and license IPSF and its photographers, vendors, affiliates, legal representatives, successors, licensees, agents, assigns, and those acting on the behalf of any of the foregoing (“Authorized Persons”) to take, use, re-use, publish, and re-publish photographs, videos, audio, and surveys (“Materials”) of your children during the Programs, in whole or in part, and all Materials created by or on behalf of the Authorized Persons that incorporate any of the foregoing Materials for publicity, advertising, and promotional purposes and any other purpose in connection with the IPSF’s Programs and Service, in perpetuity throughout the world and in any medium, format, or platform now existing or hereafter created without further consent from or any royalty, payment, or other compensation to me. This includes any Materials created by the student and any Materials created by IPSF. You specifically consent to the use of the Materials with other images, text, graphics, film, audio, and audiovisual works. You acknowledge and agree that the Materials may be altered or modified without any restrictions, whether by traditional photographic techniques or digitally, including retouching, creating composite, blurred, or distorted representations, and changing color, size, shape, perspective, context, foreground, or background. To opt-out of IPSF’s Publicity Release, email the first and last name of each student to firstname.lastname@example.org prior to the start of the Program.
- 2.4 Health; COVID-19. By registering for any Program, you agree to follow, and cause your children to follow, all behavior policies and any health-related policies and procedures outlined by IPSF. You acknowledge the contagious nature of the novel coronavirus/COVID-19 (“COVID-19”), that the CDC and other public health agencies recommend practicing social distancing, that IPSF will follow the IUSD Health Guidelines to ensure the health and wellbeing of student participants, and that IPSF cannot guarantee that children will not become infected with COVID-19. You acknowledge the risk of your children becoming exposed to and infected by COVID-19 as a result of the actions, omissions, or negligence of yourself and others, including but not limited to, IPSF staff and program instructors. You acknowledge and agree that, if you have enrolled your children in Programs, such enrollment is voluntary and participation in such Programs involves risk of exposure to COVID-19. You acknowledge that your children must comply with all current procedures (including California Department of Public Health’s Mandate for K-12 Schools in California for the applicable school year) to mitigate the risk of exposure while attending Program classes.
You hereby represent, warrant, and covenant the following:
- (a) Your children will not attend any Program class if experiencing symptoms of illness such as cough, shortness of breath or difficulty breathing, fever, chills, repeated shaking with chills, muscle pain, headache, sore throat, new loss of taste or smell, nausea/vomiting/diarrhea.
- (b) Your children will not attend any Program class upon testing positive for COVID-19.
- (c) You will immediately notify IPSF COVID Coordinator at email@example.com if any of your children has been exposed to someone with a suspected or confirmed case of COVID-19.
- (d) You will immediately notify IPSF COVID Coordinator at firstname.lastname@example.org if any of your children has been diagnosed with or tested positive for COVID-19.
- (e) Your children are following all CDC recommended guidelines as much as possible to limit exposure to COVID-19.
- 2.6 Learner Safety. During their work with IPSF Program students, teachers are required to report to IPSF any suspected case of child abuse or neglect of which they become aware. Consistent with the Federal Child Abuse Prevention and Treatment Act (CAPTA) (42 U.S.C.A. § 5106g), IPSF defines “abuse or neglect” as “any recent act or failure to act on the part of a parent or caretaker, which results in death, serious physical or emotional harm, sexual abuse or exploitation”; or “an act or failure to act which presents an imminent risk of serious harm.” Teachers may also be required to report suspected abuse or neglect to local authorities, and IPSF expects all teachers to comply with their individual reporting responsibilities. IPSF itself may report instances of suspected abuse or neglect as it deems appropriate.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT (INCLUDING THIS SECTION) AND FULLY UNDERSTAND THAT YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY ACCEPTING IT. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ACCEPT AND ENTER THE AGREEMENT FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT OR COERCION.
- User Content
Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).
IPSF claims no ownership rights over User Content created by you. The User Content you create remains yours. By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to IPSF a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and IPSF’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent, and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
- Your User Content and IPSF’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- IPSF may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all your User Content and other information that you provide to IPSF is truthful and accurate.
IPSF takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that IPSF is only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that IPSF shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
- Our Proprietary Rights
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “IPSF Content”), and all Intellectual Property Rights related thereto, are the exclusive property of IPSF and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any IPSF Content. Use of the IPSF Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
Without limiting the foregoing, you acknowledge and agree that: (i) any use of “Irvine Public Schools Foundation,” “ACE Afterschool Classroom Enrichment Program”, “Summer “, “Specialty Camps”, “Enrichment Day”, “IPSF Academy”, and the name of any other IPSF Program, or any text or graphic materials contained in the Service or IPSF’s websites in any manner to express or imply endorsement, sponsorship, affiliation, or association of the user with or by IPSF, is strictly prohibited; and (ii) IPSF’s name and logos are trademarks and service marks of IPSF (collectively, the “IPSF Trademarks”), and nothing in this Agreement expressly or implicitly grants you any license or right to use any IPSF Trademarks without IPSF’s prior written consent.
Except as expressly authorized by IPSF, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the site or the site content, in whole or in part. In connection with your use of the site you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by IPSF from accessing the site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the site other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of IPSF, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by IPSF.
You may choose to or IPSF may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or IPSF’s products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place IPSF under any fiduciary or other obligation, and that IPSF is free to use the Idea without any additional compensation to you, and to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, IPSF does not waive any rights to use similar or related ideas previously known to IPSF, or developed by its employees, or obtained from sources other than you.
- Paid Services
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to IPSF’s Pricing and Payment Terms, as IPSF may update them from time to time. IPSF may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
IPSF cares about the integrity and security of your personal information. However, IPSF cannot guarantee that unauthorized third parties will never be able to defeat IPSF’s security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- Third-Party Links and Information
- No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from IPSF or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, IPSF, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
Further, IPSF does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and IPSF will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
- Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall IPSF, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will IPSF be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, IPSF assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall IPSF, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to IPSF hereunder or $50.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if IPSF has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
- Governing Law, Arbitration, and Class Action/Jury Trial Waiver
- 10.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 10.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in California for any actions for which IPSF retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement provision below, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
- 10.2 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from IPSF. This Section 10.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and IPSF that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with IPSF, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.
If you are a new IPSF user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing IPSF at email@example.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact IPSF at firstname.lastname@example.org and attempt to resolve the dispute with IPSF informally. In the unlikely event that IPSF has not been able to resolve a Claim after sixty (60) days, the parties agree to resolve any Claim exclusively through binding arbitration by American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. County where you live or California, unless you and IPSF agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and IPSF agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this Section shall be deemed as: preventing IPSF from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
- 10.3 Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless IPSF agreeS otherwise, the arbitrator may not consolidate more than one person’s Claims. you and IPSF agree that the arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other IPSF users. You and IPSF further agree that, by entering into this Agreement, you and IPSF are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.
- 11.1 This Agreement. and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IPSF without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
- 11.2 Notification Procedures and Changes to the Agreement. IPSF may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by IPSF in IPSF’s sole discretion. IPSF reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. IPSF is not responsible for any automatic filtering you or your network provider may apply to email notifications IPSF sends to the email address you provide IPSF. IPSF may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When IPSF changes the Agreement in a material manner, IPSF will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement, by prominently posting on our website or our online services, or through other appropriate communication channels. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
- 11.3 Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with IPSF in connection with the Service, shall constitute the entire agreement between you and IPSF concerning the Service. Except as otherwise stated in Section 2, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
- 11.4 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and IPSF’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
- 11.5 Contact. Please contact IPSF at email@example.com with any questions regarding this Agreement.