Last updated: November 9, 2021
THESE TERMS AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS AND INCLUDE AN AGREEMENT TO ARBITRATE, A JURY TRIAL WAIVER AND CLASS ACTION WAIVER.
We reserve the right to modify, amend, or change the Terms at any time. Notice of any material change will be posted on this page with an updated date. In certain circumstances, we may notify you of a change to the Terms via email or other means; however, you are responsible for regularly checking this page for notice of any changes. Your continued use of the Services constitute your acceptance of any change, and you will be legally bound by the updated Terms. If you do not accept a change to these Terms, you should stop using the Services immediately.
1 THE SERVICES
Your access to and use of the Services or certain related features may require you to accept additional terms and conditions applicable to such services, in addition to this Agreement. In the event of a conflict between any such additional terms and this Agreement, such additional terms will prevail.
2 YOUR ACCOUNT
Account. You may be required to register for an account on the Services to use certain features. When registering for an account, you agree that all information you provide to us will be accurate, truthful, current and complete. following requirements:
Account Restrictions and Passwords. To access some of the features on the Services, you will be asked to provide us with certain registration information. You agree to provide correct, current, and complete information. You are solely responsible for maintaining the confidentiality of any password you create for your account on the Services. You should never share your password with third parties. If you believe that someone has gained access to your account, you should notify us immediately at firstname.lastname@example.org.
Account Termination. We reserve the right to terminate your account for any reason, at any time, at our sole discretion. For example, we may suspend or terminate your account if we suspect or become aware of any suspicious activity, or we believe the use of your account violates these Terms or any applicable law. We may require you to verify your eligibility at any time. You acknowledge and agree that you will provide such information upon our request in order to continue to use the Services.
For purposes of this Agreement, the term “Content” includes, without limitation, any information, data, text, photographs and other images, videos, audio clips, comments, software, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).
User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by you (collectively “User Content“), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent to us that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you when using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting from your actions. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate or available.
You are solely responsible for all User Content that you post. SDW is not responsible for User Content nor does it endorse any opinion contained in any User Content.
License. You grant SDW a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
Availability of Content. We do not guarantee that any Content will be made available on or through the Services. We reserve the right to, but do not have any obligation to: (i) monitor, remove, edit, modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated this Agreement), or for no reason at all and (ii) to remove or block any Content from the Services.
In all cases, SDW reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in SDW‘s sole discretion, violates this Agreement. SDW may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
Feedback. If you provide feedback, ideas or suggestions to SDW in connection with the Services (including any User Content) (“Feedback“), you acknowledge that the Feedback is not confidential and you authorize SDW to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
When you use the Services, you acknowledge and agree that:
We reserve the right to refuse access to the Services to you, for any reason at any time, at our sole discretion.
You are prohibited from uploading or sharing any content (including User Content) (“Prohibited Content”) that:
If you upload or share any Prohibited Content, we may immediately suspend or terminate your access to the Services.
6 INTELLECTUAL PROPERTY
The Services are owned and operated by SDW. By using the Services, you agree that all content, trademarks, and other proprietary materials and/or information on the Services, including, without limitation, SDW’s logos, visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, photos, video, graphics, music, information, data, sound files, other files and the selection and arrangement thereof and all other materials (collectively, “Our Content”) are protected by copyright, trademark, patent, trade secret, and other laws, and, as between you and SDW (and/or third-party licensors), SDW owns and retains all rights, title, and interest in the Our Content and the Services.
All other trademarks, logos, and service marks (collectively, the “Marks”) are the exclusive property of SDW (and/or third-party licensors) or other third parties. Nothing in these Terms grants you a license to use any of the Marks or any of the SDW trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
Unless otherwise expressly stated in writing by us, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to access and use the Services for your own personal use only, provided that, you acknowledge and agree that you do not acquire any ownership rights in or to the Services and/or Our Content or any of the Marks by accessing or otherwise using the Services. The license granted to you herein may be terminated by SDW at any time, in its sole discretion. All rights not expressly granted in this Agreement are hereby expressly reserved by SDW.
You will agree not to remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying Our Content. Nothing contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Our Content displayed on the Services, and you will not reproduce, modify, adapt, prepare derivative works from, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit any of Our Content without the written permission of SDW or such third party that may own any Marks displayed on the Services.
7 DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SDW AND ITS SUBSIDIARIES, AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, AND LICENSEES (THE “SDW PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.
THE SDW PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (II) THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; (V) YOUR INFORMATION CREATED THROUGH THE SERVICES, IN WHATEVER FORM OR MEDIUM, WILL NOT BE LOST; OR (VI) ANY ERRORS WILL BE CORRECTED.
THE SDW PARTIES SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY, OR OTHER CAUSE OF ANY KIND BASED UPON OR RESULTING FROM THE SERVICES.
8 LIMITATION OF LIABILITY; WAIVER
UNDER NO CIRCUMSTANCES WILL THE SDW PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (I) THE SERVICES; (II) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (III) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE SDW PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICES; (IV) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (V) ANY ERRORS OR OMISSIONS ON THE SERVICES; OR (VI) ANY DAMAGE TO ANY OTHER USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FORESEEABLE OR EVEN IF THE SDW PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE SDW PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IF THE SDW PARTIES ARE FOUND LIABLE TO YOU FOR ANY DAMAGE OR LOSS ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, IN NO EVENT WILL THE SDW PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED FIVE HUNDRED UNITED STATES DOLLARS ($500.00).
SDW IS NOT RESPONSIBLE FOR THE ACTIONS, USER CONTENT, INFORMATION, CONTENT OR DATA OF THIRD PARTIES, AND YOU RELEASE THE SDW PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
You agree to defend, indemnify and hold the SDW Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected to your use or misuse of the Services or with any of the following (including as a result of your direct activities on the Services or those conducted on your behalf): (i) your breach or alleged breach of these Terms of Service; (ii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (iv) any misrepresentation made by you; or (v) your breach or alleged breach of the representation and warranties set forth in these Terms. SDW reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of SDW.
10 ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER
Arbitration Agreement. If you pursue a legal claim against SDW, you agree to arbitration (with limited exceptions and except where prohibited by law):
The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or our Services shall be binding arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, except as modified by these Arbitration Procedures.
The one exception is that either party has the right to bring an individual claim against the other in a small-claims court of competent jurisdiction, or, if filed in arbitration, the responding party may request that the dispute proceed in small claims court if the party’s claim is within the jurisdiction of the small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed, and if requested after the appointment of the arbitrator, the arbitrator shall determine if the dispute should be decided in arbitration or if the arbitration should be administratively closed and decided in small claims court. Whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against SDW any class action, class arbitration, or other representative action or proceeding.
Your rights will be determined by a neutral arbitrator, not a judge or jury, and the arbitrator shall determine all issues regarding the arbitrability of the dispute. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can and decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against SDW (except for small-claims court actions) may be commenced only in the federal or state courts located in San Diego County, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
CLASS ACTION WAIVER. WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, the arbitration agreement will be void as to you.
JURY TRIAL WAIVER. IF A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
All notices to SDW shall be in writing to either the mailing or e-mail address listed below and will be deemed given on the date received.
13 GENERAL PROVISIONS
Governing Law & Venue. These Terms of Service are governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. Notwithstanding the foregoing, the Arbitration Agreement above shall be governed by the Federal Arbitration Act. All claims arising out of or relating to this Agreement, to the Services, or to your relationship with SDW that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of San Diego County, California. You and SDW consent to the exercise of personal jurisdiction of courts in the State of New York and waive any claim that such courts constitute an inconvenient forum.
Additional Terms. Additional terms and conditions may apply to specific features or your use of certain portions of the Services. These additional terms also are legally binding.
No Waiver. Any waiver of any provision of this Agreement will be effective only if in writing and signed by or on behalf of SDW. No failure or delay by SDW in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms. This provision will survive the termination of any and all of your transactions with SDW.
Severability. Unless otherwise expressly provided herein, the invalidity or enforceability of any provision of these Terms will not affect the validity or enforcement of any other provision, all of which remain in full force and effect.
Assignment. SDW may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent.
We may revise and update these Terms from time to time, in our sole discretion. Notice of any material change will be posted on this page with an updated effective date. All changes are effective immediately upon posting by us and such changes shall apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to such changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
15 CONTACT US
If you have any questions about these Terms, please contact us at:
9130 West Sunset Blvd. Los Angeles, CA 90069