terms & conditions

Last Updated:   May 8, 2022

Welcome to the SESH Corp. platform! We help parents build relationships, manage behavioral issues, and make better decisions through our website www.gosesh.com (the “Website”), and our mobile device application (the “App”). Please read these Terms of Service (the “Terms”) carefully, because you are required to understand and follow these rules if you want to use the Website, App, and all our other products and services (collectively, our “Services”). These Terms are a legally binding agreement between you (“you”) and the SESH Corp. (“Sesh” or “we” or “us”) regarding your use of our Services. If you are a California resident or a resident of the European Union, you may request that this information be emailed to you by sending a letter to hello@gosesh.com with your email address and a request for this information.

 

1. Agreement to Terms. By using our Services in any way (for example, by accessing, browsing, using or subscribing to, or registering for our Services), you agree that you have read, understood, and will comply with these Terms. If at any time you do not agree to comply with these Terms, please stop using our Services immediately. We provide our Services to you on the condition that you agree to use our Services in accordance with these Terms. 


2. Specific Features and Services. When using our Services, some additional posted guidelines or terms and conditions that are applicable to specific features (“Additional Guidelines”) may apply. Any of these Additional Guidelines shall become part of these Terms and you are required to comply with them. In addition, both you and we will follow our Privacy Policy www.gosesh.com/privacypolicy (“Privacy Policy”); the rules of the Privacy Policy are also part of these Terms. By using our Services, you agree to allow us to collect, use and disclose any personal information provided by you in accordance with the Privacy Policy.


3. IMPORTANT NOTICE REGARDING ARBITRATION: YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT-OUT OF ARBITRATION).


4. Changes to Terms or Services. We may update these Terms at any time if we feel it is necessary. If we do so, we’ll let you know either by posting the updated Terms on the Website. It’s important that you review the Terms whenever we update them and before you use our Services. If you use our Services after we have posted updated Terms, you are agreeing to follow the updated Terms. If you don’t agree to follow the updated Terms, then you must stop using our Services. Because our Services are evolving over time, we may change or discontinue all or any part of our Services, at any time and without notice, if we feel it is necessary.


5. Who May Use Our Services?
 

a. Eligibility. You may use our Services only if you are: 1) 18 years or older, 2) capable of forming a binding contract with us and 3) are not barred from using our Services by law. Additionally, if you create User Content involving a child or children that are under the age of 13, you must be that child’s or those children’s parent or legal guardian. If a child less than 13 years old creates any User Content in connection with your use of the Services, that child’s use of the Services must be with your detailed knowledge and consent and you are responsible for that User Content.

b. Registration and Your Information. If you want to use certain features of our Services, you’ll have to create an account (“Account”) with Sesh. You can do this by following the instructions on the Website or App and providing certain information about yourself. 

c. Accuracy of Account Information. It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete, and up-to-date. If you don’t, we might suspend or terminate your Account. Do not disclose your Account password to anyone and notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them or authorize them.

 

6. Feedback. We welcome feedback, comments, and suggestions for improvements to our Services (“Feedback”). You can send us Feedback by emailing us at hello@gosesh.com. If you send us Feedback, you are agreeing to let us do anything we want with it. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license and permission, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

7. Restrictions. You will not use our Services for any purpose that is illegal or prohibited by these Terms. Access to the Sesh Content (defined below) and our Services from locations where they are illegal is strictly prohibited. You are responsible for complying with all local rules, laws, and regulations including rules about intellectual property rights, the internet, technology, data, email, or privacy. Any use of any of Sesh Content or Services other than for private, non-commercial use is strictly prohibited. You will not use our Services in any manner that we feel could damage, disable, overburden, or impair it or interfere with any other party’s use of our Services. You will not take any action that imposes an unreasonable or disproportionately large load on our equipment or infrastructure. You will not intentionally interfere with or damage the operation of our Services or any user’s enjoyment of them, by any means, including uploading or otherwise sharing viruses, worms, or other malicious code. You will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of our Services, features that prevent or restrict the use or copying of any content accessible through our Services, or features that enforce limitations on the use of our Services. You will not attempt to gain unauthorized access to our Services, or any part of it, other accounts, computer systems or networks connected to our Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services. You agree not to modify our Services in any manner or form, and not to use modified versions of our Services.

8. Payments. 

   

a. Subscriptions. We charge a fee for use of our Services (or certain portions thereof), which you can pay by purchasing a subscription (“Subscription”) for those Services. You may purchase a monthly Subscription (“Monthly Subscription”) or a discounted annual Subscription (“Annual Subscription”) for use of our Services. If you purchase a Subscription, you will be charged the monthly or annual Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”).

b. Add-on Fee. We may charge additional fees (each, an “Add-On Fee”) if you want to use certain Services not included in a standard Subscription. If you want to use those premium Services, you can let us know within the Services on the Website or App. We will charge you the Add-on Fee applicable to the premium Services you want on a [monthly or annual] basis. 

c. Courses. We charge a fee for use of our Courses (or certain portions thereof), which you can pay by purchasing a course (“Course”) for those Services. You may purchase a one-time Course (“One-time Course”) or a discounted Course (“Discounted Course”) for use of our Services. If you purchase a Course, you will be charged the one-time or discounted Course fee, plus any applicable taxes, and other charges (“Course Fee”).

d. General. When you purchase a Subscription, Course or an Add-on Fee as described in the Additional Terms below (each, a “Purchase”), you authorize us (or our third-party payment processor) to charge you for such Purchase. We may ask you to supply additional information relevant to your Purchase, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification, as well as additional information needed to verify your identity before completing your Purchase (all such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) in that Payment Information. When you initiate a Purchase, you authorize us to provide your Payment Information to third parties so we can complete your Purchase and to charge your payment method for the type of Purchase you have selected (plus any applicable taxes and other charges). 

e. Monthly Subscriptions. If you purchase a Monthly Subscription, you will be charged the Monthly Subscription Fee, at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. We (or our third-party payment processor) will automatically charge you each month of your Monthly Subscription, using the Payment Information you have provided, until you cancel your Monthly Subscription. When you purchase a Monthly Subscription, you acknowledge that your Monthly Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Monthly Subscription by you or us. Your Subscription continues until canceled by you or we terminate your access to or use of our Services or Subscription in accordance with these Terms. 

f. Annual Subscriptions. If you purchase an Annual Subscription, you will be charged a one-time payment for access to our Services for a year. For Annual Subscriptions, we will send you a reminder between thirty (30) and sixty (60) days before the Annual Subscription ends so that you may renew your Annual Subscription for another year by paying the Annual Subscription Fee. We will not automatically charge you the Annual Subscription Fee for another annual Subscription year unless you expressly indicate that you would like us to automatically charge you. If you do ask us to automatically charge you, we will charge the Annual Subscription Fee on the last day of your then-current Annual Subscription.

g. Cancelling Subscriptions, Courses and Add-ons. You may cancel a Purchase for an Annual Subscription, Course and Add-on for a full refund within ten (10) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ANNUAL SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Purchase, we reserve the right to cancel your Purchase for any reason; if we cancel your Purchase we’ll refund any payment you have already remitted to us for such Purchase. Without limiting the foregoing, you may cancel your Monthly Subscription and Add-on at any time, but please note that such cancellation will be effective at the end of the then-current Monthly Subscription period. EXCEPT AS SET FORTH ABOVE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to billing@gosesh.com or submit a ticket at www.gosesh.com. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use our Services will continue until the end of your then-current Subscription period and will then terminate without further charges.

 

9. Content Ownership, Responsibility and Removal. 

a. Definitions. “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials. The Content available through our Services is either: (i) “User Content,” meaning any Content that Account holders who have purchased a Subscription (”Subscribers”) post, generate or otherwise provide or (ii) “Sesh Content,” meaning all other Content posted, generated or provided. 

b. Our Content Ownership. We do not claim ownership of any User Content and these Terms do not restrict any rights that you may have to use and exploit the User Content that you own and provide. We and our licensors exclusively own all right, title and interest in and to our Services and Sesh Content, including all intellectual property rights. Our Services and Sesh Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You will not remove, alter or obscure any copyright, trademark, service mark or other notices incorporated in or accompanying our Services or Sesh Content.

c. Sharing Your User Content. From time to time, you may designate one or more other Subscribers to receive access to your User Content. You may designate these Subscribers (“Partner Users”) within our Services. By designating an Subscriber as a Partner User, you give that Subscriber the rights to view, interact with and access your User Content. You grant us the rights to allow the Partner User(s) such access to your User Content. 

c. Rights in User Content Granted by You. By posting, generating, providing or otherwise making available any User Content available through our Services you hereby give us the rights to use that Content to provide our Services to you by granting us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense (through multiple tiers), to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing our Services and Content to you and to other Subscribers. 

Additionally, you give us the rights to use your User Content on an anonymized basis to improve our Services by granting us a non-exclusive, transferrable, worldwide, royalty-free license, with the right to sublicense (through multiple tiers) to use, copy, modify, create derivative works based upon, and distribute your User Content on a de-identified basis in connection with developing and improving our Services. 

d. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content, or you have all necessary rights to let us use your User Content as described above.. You also represent and warrant that neither your User Content, nor your use and provision of your User Content through our Services, nor any use of your User Content by Sesh on or through our Services will negatively impact anyone’s intellectual property rights or any laws, including by infringing, misappropriating or violating a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

e. Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on our Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

f. Rights in Content Granted by Sesh. As long as you comply with these Terms, you can use the Sesh Content and User Content owned by others accessible to you for your personal, non-commercial purposes because we grant you limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of our Services and solely for your personal and non-commercial purposes.

g. Sesh Content.  Sesh Content is provided solely for informational purposes on an “as is” basis.  We make no guarantees as to the accurateness, quality, or completeness of the Sesh Content and we will not be responsible or liable for any errors, omissions, or inaccuracies in the Sesh Content or for your reliance on the Sesh Content.  You are solely responsible for verifying the Sesh Content is appropriate for your personal use.  The use of Sesh Content is at your own risk and you agree that Sesh will not be liable in any way for losses or damages, including without limitation, personal injury or property damages, in connection with the use of any Sesh Content.

 

10. Rights and Terms for App.

a. Rights in App Granted by Sesh. As long as you comply with these Terms, you may download, install and use the App for your personal, non-commercial purposes because we grant you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal, non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Unless explicitly permitted elsewhere in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. We reserve all rights in and to the App not expressly granted to you under these Terms.

b. Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

i.  These Terms are concluded between you and Sesh, and not with the App Provider, and Sesh      (not the App Provider), is solely responsible for the App.

ii.  The App Provider has no obligation to furnish any maintenance and support services with respect to the App.

iii.  In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sesh.

iv. The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

v.  In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Sesh will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

vi.  The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

vii.  You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

viii.  You must also comply with all applicable third-party terms of service when using the App.

 

11. General Prohibitions and Our Enforcement Rights. You will not misuse our Services in any way, which includes not doing any of the following:

a. Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

b. Use, display, mirror or frame our Services or any individual element within our Services, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

c. Access, tamper with, or use non-public areas of our Services, our computer systems, or the technical delivery systems of our providers; 

d. Attempt to probe, scan or test the vulnerability of any of our systems or networks or breach any security or authentication measures; 

e. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect Services or Content; 

f. Attempt to access or search our Services or Content or download Content from our Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;

 

g. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 

 

h. Use any meta tags or other hidden text or metadata utilizing our trademark, logo URL or product name without our express written consent; 

 

i. Use our Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; 

 

j. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use our Services or Content to send altered, deceptive or false source-identifying information; 

 

k. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide our Services or Content; 

 

l. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing our Services; 

 

m. Collect or store any personally identifiable information from our Services from other users of our Services without their express permission;

 

n. Impersonate or misrepresent your affiliation with any person or entity; 

 

o. Violate any applicable law or regulation; or

 

p. Encourage or enable any other individual to do any of the foregoing.

Although we do not have to monitor access to or use of our Services or Content or to review or edit any Content, we can do so for the purpose of operating our Services, ensuring compliance with these Terms and complying with legal requirements. We may remove or disable access to any Content, at any time and without notice, including, but not limited to, if we consider any Content to be objectionable or in violation of these Terms. We may investigate violations of these Terms or conduct that affects our Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

12. Links to Third Party Website. Our Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

13. Termination. We may terminate your access to and use of our Services, at our sole discretion, at any time and without notice to you. Subject to the cancellation and refund policies in Section 8.f, you may cancel your Account at any time by sending an email to us at hello@gosesh.com. Upon any termination, discontinuation or cancellation of our Services or your Account, the following Sections of these Terms will survive and still be applicable and in force: 8.f, 9.b, 15, 16, 17, 18, 19, 20 and 21.

14. Warrant Disclaimers. OUR SERVICES AND SESH CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that our Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Sesh Content.

15. Prohibited Uses. THE SERVICES ARE NOT A “MEDICAL DEVICE” OR A SUBSTITUTE IN ANY RESPECT FOR COMPETENT MEDICAL ADVICE AND THE PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS. THE SESH CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR CARE, AND IT IS NOT INTENDED TO BE A SUBSTITUTE THEREFORE. THE SERVICES SHOULD NOT BE USED TO MAKE OR ADVISE UPON DECISIONS OF SIGNIFICANT IMPACT. All actions, determinations and conclusions should be made by you and are your sole responsibility. 

 

16. Indemnity. You will indemnify and hold harmless Sesh and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with: (i) your access to or use of our Services or SHH Content; (ii) your User Content; or (iii) your violation of these Terms.

17. Limitation of Liability. NEITHER SESH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING OUR SERVICES OR SESH CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OUR SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SESH OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL SESH’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OUR SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO SESH FOR USE OF OUR SERVICES OR CONTENT OR, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SESH, ONE HUNDRED DOLLARS ($100), AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SESH AND YOU.

18. Governing Law and Forum Choice. These Terms and any dispute related to them will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and we each waive any objection to jurisdiction and venue in such courts.

19. Dispute Resolution. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Sesh are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and we each waive any objection to jurisdiction and venue in such courts.

a. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of our Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 

b. Exceptions and Opt-out. As limited exceptions to Section 19(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at lawyer@gosesh.com or by regular mail at 800 Wilshire Blvd, Los Angeles, CA 90027, USA within thirty (30) days following the date you first agree to these Terms.

 

c. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org

 

d. Claims. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

 

e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

 

f. Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section 19 shall be null and void.

 

20. Severability. With the exception of any of the provisions in Section 18.f, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

 

21. General Terms. With the exception of any of the provisions in Section 18.f, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

 

a. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between us and you regarding our Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding our Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

b. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to our Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

c. Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ours. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

 

d. Free Trial.  If we provide you with access to our Services on a trial, courtesy or evaluation basis or our Service is labeled as “Pre-Release,” “Limited Release,” or “Beta” or otherwise described as experimental, untested, or not fully functional (“Free Software”), then this section of the Terms shall also apply.  To the extent that any provision in this section is in conflict with any other term or condition in this Terms, this section shall supersede such other term(s) and condition(s) with respect to such Free Software, but only to the extent necessary to resolve the conflict.  All Free Software is provided as is, without any warranty, indemnity, maintenance or support, express or implied, subject to any statutory rights that cannot be excluded or limited by law.  Accordingly, you acknowledge that any use of the Free Software is entirely at your own risk.

 

e. Contact Information. If you have any questions about these Terms or our Services, please contact us at hello@gosesh.com.