Disclosures & Terms of Service
Contact Us
If you have any questions about the Terms of Service, please contact us at <samayas@alumni.upenn.edu> or 484-437-6940.
Payment Policy
Your online access to all program materials is contingent on maintaining good standing in all of our programs for which you have registered. A failure to pay an installment for any program may result in the suspension or termination of your account and access to programs.
We have a no-refund policy.
Terms of Service
Last Updated: December 2022
PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION, WHICH REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS.
BY ACCESSING OR USING OUR SERVICES (DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.
These Terms of Service (“Terms”) apply when you access or use the websites (collectively, the “Site”) of Ideate Labs LLC (“Company,” “we,” “us” or “our”), our mobile applications, and the services, content and materials made available by Company (collectively, the “Services”). These Terms do not alter in any way the terms or conditions of any other agreement you may have with Company for products, services or otherwise.
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will make reasonable efforts to provide notice of such changes, such as by sending you an email notification, providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Your continued use of the Services following our notice of the amended Terms will confirm your acceptance of the amended Terms. If you do not agree to the amended Terms, you may not continue accessing or using the Services.
Privacy Policy
Please refer to our Privacy Policy for information about how Company collects, uses and discloses information about you.
Eligibility
The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you: (a) are 18 years of age or older; (b) have not been previously suspended or removed from using the Services; and (c) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreement to which you are a party.
Account
In order to access and use certain areas or features of the Services, you may be required to register for an account. If you create an account via our Services, you agree to: (a) provide accurate, current and complete information; (b) maintain and promptly update your account information to keep it accurate, current and complete; (c) maintain the security of your account and accept all risks of unauthorized access to your account and the information you provide to us; and (d) immediately notify us if you discover or otherwise suspect any security breaches related to your account or the Services.
Terms of Sale
Access to certain materials, video and other course content on the Services is made available for purchase (“Premium Services”). Your payment for any access to any Premium Services is subject to the following terms:
Price; Payment Plans. The price for any Premium Services will be made available via the Services at time of purchase. You may pay for access to the Premium Services in full at the time of your purchase or pursuant to any installment payment plan that we make available in our sole discretion.
Installment Payment Plans. If you are offered and select an installment payment plan, you hereby grant Company permission to automatically charge the applicable Premium Services fee to your designated payment method at the beginning of each applicable payment period until all payments have been completed. If you select an installment payment plan, you agree to keep your designated payment method information, including all billing information, current, complete and accurate.
Valid Payment Methods. We have sole discretion as to which payment methods and payment processors may be used to purchase access to our Premium Services. By submitting your order to purchase access to our Premium Services, you represent and warrant that you are authorized to use your designated payment method and authorize us, or our designated payment processors, to charge your purchase to that method. If your payment method cannot be verified or is invalid, your order may be suspended or cancelled automatically.
No Cancellations. All sales are final and we do not offer any refunds or cancellations. If you select an installment payment plan, you will be obligated to complete all installment payments under the plan you selected even if you stop using the Services.
Failure to Pay. A failure to pay an installment payment related to any of the Services may result in the immediate suspension or termination of all Services. Upon suspension or termination, you will no longer be able to access your account and any Services. To maintain access to your account and all corresponding Services, your account and payments must be current and in good standing for all programs and Services for which you have registered.
Errors in Charges. In the event of an error that results in an incorrect charge, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any erroneous amount charged. In addition, we may, in lieu of a refund as provided in this paragraph, opt to provide you with a service credit, with a value equal to the amount charged to your payment method.
Taxes. You are responsible for any applicable sales or use tax, duties, or other governmental taxes or fees payable in connection with your purchase. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and Company reserves the right to collect such taxes or other fees from you at any time.
No Academic Credit
Company does not grant academic credit for your completion of any Services. Company has no obligation to have Services recognized by any educational institution or accreditation organization.
Copyright and Limited License
Unless otherwise indicated, the Services, including all content, video and other materials on or made available via the Services, are the intellectual property of Company and its licensors and are protected by U.S. and international copyright laws. Any use, copying, redistribution and/or publication of any part of the Services, other than as authorized by these Terms or expressly authorized in writing by us, is strictly prohibited. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the intellectual property of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. You do not acquire any ownership rights to any content, video and other materials on or made available via the Services, and we reserve all rights not expressly granted in these Terms.
For so long as you are using our Services (and current on payment therefor) and not otherwise in breach of these Terms, you are granted a limited, non-transferable, non-exclusive, revocable right to access and use the Services solely for your own personal purposes; provided, however, that such license is subject to these Terms and does not include the right to: (a) resell, lease, rent or sublicense any Services or any access to the Services or any content, video and other materials on or made available via the Services; (b) copy, distribute, publicly perform or publicly display any Services or any content, video and other materials on or made available via the Services; (c) modify or otherwise make any derivative uses of any Services or any content, video and other materials on or made available via the Services; (d) download (other than page caching) any content, video and other materials on or made available via the Services, except as expressly permitted in connection with the Services; or (e) use the Services or any content, video and other materials on or made available via the Services other than for their intended purposes. Except as explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
Confidential Information; Non-Disclosure.
You acknowledge that content, videos and other materials on or made available via the Premium Services constitute the Confidential Information of Company. “Confidential Information” includes content, videos and other materials that we reasonably regard as proprietary or confidential relating our courses, business, products, processes and techniques, including without limitation information relating to our trade secrets, business plans, strategies, methods and/or practices that is not generally known to the public and is disclosed to you pursuant to your express agreement to maintain the confidentiality of the Confidential Information.
Except as expressly allowed herein, you agree to hold in confidence and not disclose any such Confidential Information except in accordance with this Agreement.
The foregoing obligations shall not apply to the extent that Confidential Information: (i) must be disclosed to comply with any requirement of law or order of a court or administrative body; (ii) is known to or in your or our possession prior to receiving the disclosure of such Confidential Information as documented by notes or records; (iii) is known or generally available to the public through no act or omission of you in breach of this Agreement; or (iv) is made available free of any legal restriction by a third party who is authorized to do so. The duties and requirements under this section shall survive the conclusion of your use of the Services.
You hereby agree that any unauthorized disclosure of Company’s Confidential Information may cause immediate and irreparable injury to Company and that, in the event of such breach, Company will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
User Content
The Services may include discussion forums, blogs, profiles, or other interactive features or areas (collectively, “Interactive Areas”), in which you or other users may create, post, transmit or store content such as text, photos, video or graphics (“User Content”). You agree that you are solely responsible for your User Content and for your use of the Interactive Areas, and that you use the Interactive Areas at your own risk.
By submitting or posting User Content, you grant Company a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content via the Services and any other medium. Further, you acknowledge and agree that Company may, but is not obligated to, enforce its rights in the User Content against third-party infringers. You represent and warrant that you own and control all of the rights, title and interest in and to any User Content you provide or you otherwise have all necessary rights to grant the rights to Company that you grant in these Terms.
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish or send through the Services any User Content that:
is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;
displays, describes or encourages usage of any product or service we sell in a manner that could be offensive, inappropriate or harmful to Company or any user;
may violate the publicity, privacy or data protection rights of others, including pictures or information about another individual where you have not obtained such individual’s consent;
makes false or misleading statements, claims or depictions about a person, company, product or service;
does not clearly and prominently disclose any material connections you may have to Company or a third-party brand or seller (for example, if you receive free products or services or are a paid blogger or employee of Company or such third-party brand or seller);
may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
contains viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code; and
in the sole judgment of Company, restricts or inhibits any other person from using or enjoying the Services or which may expose Company or its users to any harm or liability of any type.
Company takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Company does not control, endorse or adopt any User Content and makes no representation or warranties of any kind regarding the User Content, including without limitation regarding its accuracy or completeness. Company cannot guarantee that such User Content, in the Services or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. You acknowledge and agree that Company is not responsible or liable in any manner for any User Content and undertakes no responsibility to update or review any User Content. Your use of any User Content is at your own risk. The inclusion of User Content on the Services does not imply affiliation, endorsement or adoption by Company of any User Content or any information contained therein. Your business dealings or correspondence with, or participation in the promotional offers of, any third party responsible for User Content, and any terms, conditions, warranties or representations associated with such dealings or promotional offers, are solely between you and such third party.
Although Company has no obligation to screen, edit or monitor any of the User Content posted on the Services, Company reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies and replacing any User Content you post or store on the Services at your sole cost and expense.
Feedback
You may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, about the Services or Company (“Feedback”). Feedback is non-confidential and shall become the sole property of Company. Company shall own, and you hereby assign to Company, all right, title and interest, including all intellectual property rights, in and to such Feedback and Company shall be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree to execute any documentation required by Company (in our sole discretion) to confirm such assignment to, and unrestricted use and dissemination by, Company of any Feedback.
User Conduct
You agree that you will not use the Services in violation of any law, contract or intellectual property or other third party right. You further agree not to:
use the Services in any manner that could damage, disable, overburden or impair the Services;
send unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters and pyramid schemes, or harvest or collect email addresses or other contact information of other users from the Services for the purposes of sending commercial emails;
use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
introduce to the Services any virus, trojan worms, logic bombs or other harmful material;
circumvent measures employed to prevent or limit access to any area, content or feature of the Services;
use or attempt to use another’s account, or grant any third party any right to access your account, without authorization from Company;
engage in any disruptive, harassing, intimidating, predatory or stalking conduct;
develop any third-party applications that interact with User Content and the Services; or
“Frame” our Services or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose without the prior written permission of Company.
Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, users or account holders who are deemed to be repeat intellectual property infringers. Company may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that anything on the Services infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.
Name of Designated Agent: Samaya Sinha, Khrys Oros
Telephone Number: 1-484-437-6940
E-Mail Address: samayas@alumni.upenn.edu
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Third-Party Content
Company, instructors, mentors and other users may provide or link to third-party content on the Services, including without limitation advertisements and promotional offers, and may provide links to web pages and content of third parties (collectively the “Third-Party Content”). Company does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Company cannot guarantee that such Third-Party Content, in the Services or elsewhere, will be free of material you may find objectionable or otherwise inappropriate or of malware or other contaminants that may harm your computer, mobile device, or any files therein. You acknowledge and agree that Company is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Your use of any Third-Party Content is at your own risk. The inclusion of Third-Party Content on the Services does not imply affiliation, endorsement or adoption by Company of any Third-Party Content or any information contained therein. Your business dealings or correspondence with, or participation in the promotional offers of, any third party responsible for Third-Party Content, and any terms, conditions, warranties or representations associated with such dealings or promotional offers, are solely between you and such third party. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.
Export Controls
You warrant that you are not located in, or ordinarily reside in, any country that is subject to applicable U.S. laws and regulations preventing Company from providing you access to the Services. Your location is determined by your physical location. Use of a virtual private network service, IP routing services, or other similar service for the purpose of circumventing these laws is strictly prohibited.
You warrant that you are not named on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately discontinue your use of the Services if you are placed on any Sanctions List. You also warrant that you will not export, re-export, or transfer the Services to an entity on any Sanctions List or otherwise use the services in a manner that would be in violation of applicable laws.
Notwithstanding anything to the contrary in these Terms, Company may terminate any further obligations to you, effectively immediately if you are in breach of the obligations in this section.
Disclaimer
THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR, UNLESS OTHERWISE EXPRESSLY STATED, AS COMPANY’S OFFICIAL POSITION ON ANY SUBJECT MATTER. THE COMPANY MAKES NO REPRESENTATION AS TO ANY PROFESSIONAL OR OTHER OUTCOMES FOLLOWING YOUR USE OF THE SERVICES. COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR (B) THE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE SERVICES
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COMPANY, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Indemnification
You agree to defend, indemnify and hold harmless Company, our independent contractors, service providers and consultants, and our and their respective directors, officers, employees and agents (collectively, the “Company Parties”) from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your use of the Services, (b) any Feedback you provide or User Content you create, (c) your breach of any of these Terms, or (d) your violation of the rights of any third party.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING AS A RESULT OF COMPANY’S NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF COMPANY’S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO COMPANY FOR ACCESS TO OR USE OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS OFFERED THE SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. COMPANY WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
No Third-Party Beneficiaries
These Terms are for the benefit of, and will be enforceable by, Company and you only. These Terms are not intended to confer any right or benefit on any third party or to create any obligations to any such third party.
Modifications to the Services
Company reserves the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that Company will not be liable for any modification, suspension or discontinuance of the Services or any part thereof.
Arbitration
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company agree (a) to waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms or the Services, resolved in a court, and (b) to waive your and Company’s respective rights to a jury trial. Instead, you and Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. You and Company agree that any Dispute arising out of or related to these Terms or the Services is personal to you and Company and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Company agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Company agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act. You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 19 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
Notice; Informal Dispute Resolution. You and Company agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to samayas@alumni.upenn.edu. If you send a notice to the Company, it must include (a) your name, postal address, telephone number, the email address you use or used for your Company account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. If Company sends a notice to you, it must include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Company may, as appropriate and in accordance with this Section 19, commence an arbitration proceeding.
Process. Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company agree that any Dispute must be commenced or filed by you or Company within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Company will no longer have the right to assert such claim regarding the Dispute). You and Company agree that (a) any arbitration will occur in Philadelphia, Pennsylvania, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the Commonwealth of Pennsylvania and the United States, respectively, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
Opt-Out Right. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by writing to: samayas@alumni.upenn.edu. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 20.
Governing Law; Forum.
Any dispute between the parties regarding the subject matter of these Terms will be governed by these Terms and the laws of the Commonwealth of Pennsylvania and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You and Company agree that any action at law or in equity arising out of or relating to any actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property, or relating to these Terms that is not arbitrated pursuant to Section 19 of these Terms shall be filed only in the state and federal courts located in Philadelphia, Pennsylvania (except for small claims disputes, which may be filed in the jurisdiction in which you reside), and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Waiver.
Enforcement of the Terms is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by these Terms.
Termination
Company reserves the right, without advance notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent your future access to and use of the Services.
Severability
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Further, each of the waivers set forth in these Terms are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.