This agreement is subject to change by Lilt in its sole discretion at any time. We will date and post the most current version of this Agreement on the Website. Any changes will be effective upon posting the revised version of the Agreement (or such later effective date as may be indicated at the top of the revised Agreement). If in our sole discretion we deem a revision to the Agreement to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via the Website. We encourage you to check the date of this Agreement whenever you visit the Website to see if it has been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don’t agree to any of the changes, we are not obligated to keep providing the Service, and you must cancel and stop using the Service.
Use of the Service and Lilt Properties. The Software, the Website, the Service, and the information and content available on the Website and in the Service (as these terms are defined herein) (collectively, the "Lilt Properties") are protected by copyright laws throughout the world. Subject to this Agreement, Lilt grants you a limited license to reproduce portions of Lilt Properties for the sole purpose of using the Service for your personal or business purposes. Unless otherwise specified by Lilt in a separate license, your right to use any Lilt Properties is subject to this Agreement.
Lilt Software. Use of the Lilt Predictive Engine and any other software and associated documentation that is made available via the Website or through the Service ("Software") is governed in one of two ways. If you are presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, this Agreement applies. Subject to your compliance with this Agreement, Lilt grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Service in the manner permitted by this Agreement. When your right to use the Service ends, you must promptly uninstall the Software. You must not work around any technical limitations in the Software. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of the terms in this Agreement.
Updates. You understand that Lilt Properties are evolving. As a result, Lilt may require you to accept updates to Lilt Properties that you have installed on your computer. You acknowledge and agree that Lilt may update Lilt Properties with or without notifying you. You may need to update third-party software from time to time in order to use Lilt Properties. We may add or remove functionalities or features, and we may suspend or stop a Service Offering altogether.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Lilt Properties or any portion of Lilt Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Lilt Properties (including images, text, page layout or form) of Lilt; (c) you shall not use any metatags or other "hidden text" using Lilt’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Lilt Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website 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); (f) except as expressly stated herein, no part of Lilt Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Lilt Properties. Any future release, update or other addition to Lilt Properties shall be subject to this Agreement. Lilt, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of Lilt Properties terminates the licenses granted by Lilt pursuant to this Agreement.
Registering Your Account. In order to access certain features of Lilt Properties you may be required to become a Registered User. For purposes of this Agreement, a "Registered User" is a User who has registered an account on the Website ("Account"). Until you become a Registered User, your access to the Lilt Properties will be limited to the Company Properties that Lilt makes available to the general public.
Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You represent that you are not a person barred from using Lilt Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify Lilt immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. Lilt will not be liable for any damage arising from any unauthorized use of your Account. If you provide any information that is untrue, inaccurate, not current or incomplete, or Lilt has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Lilt has the right to suspend or terminate your Account and refuse any and all current or future use of Lilt Properties (or any portion thereof). If a third party, such as your employer, gave you your Account, that party has rights to your Account and may: manage your Account, reset your password, or suspend or cancel your Account; view your Account’s usage and profile data; and read or store Content in your Account. If you are an individual Registered User, and the domain of the primary email address associated with your Account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establish a commercial relationship with us and add your Account to such relationship, then, if you do not change the email address associated with your Account, your Account may become subject to the commercial relationship between Lilt and such organization, and controlled by such organization. Lilt reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Lilt Properties if you have been previously removed by Company, or if you have been previously banned from any of Lilt Properties.
Responsibility for Content
Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including Lilt Properties, ("Content") is the sole responsibility of the party from whom such Content originated. This means that you, and not Lilt, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available ("Make Available") through Lilt Properties ("Your Content"), and that you and other Users of Lilt Properties, and not Company, are similarly responsible for all Content your or they Make Available through Lilt Properties ("User Content").
No Obligation to Pre-Screen Content. You acknowledge that Lilt has no obligation to pre-screen Content (including, but not limited to, User Content), although Lilt reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. Lilt has the right to remove any Content that violates the Agreement or is otherwise objectionable.
Access to Your Content. We provide functions that allow you to control who may access Your Content. If you enable the features that allow you to share Your Content with others, anyone you have shared Your Content with will have access to Your Content.
Storage. You agree that Lilt retains the right to create reasonable limits on Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website, or as otherwise determined by Lilt in its sole discretion.
Lilt Properties. Except with respect to Your Content and User Content, you agree that Lilt and its suppliers own all rights, title and interest in Lilt Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Service, or Lilt Properties or any other Content that appears on or in the Lilt Properties.
Trademarks. "Lilt" and other related graphics, logos, service marks and trade names used on or in connection with Lilt Properties or in connection with the Service are the trademarks of Lilt and may not be used without permission in connection with any third-party products or service. Other trademarks, service marks and trade names that may appear on or in Lilt Properties are the property of their respective owners.
Your Content. Lilt does not claim ownership of Your Content. You hereby grant Lilt and our contractors the right to transmit, use and disclose Your Content solely to the extent necessary to provide the Service. You represent and warrant that: (a) you have all rights in Your Content necessary for you to use the Service and grant the rights in this section; and (b) the storage, use of transmission of Your Content doesn’t violate this Agreement or any law. You will: (a) ensure that Your Content (including the storage and transmission of Your Content) complies with this Agreement and any applicable laws and regulations; and (b) promptly handle and resolve any notices and claims related to Your Content. Notwithstanding the foregoing, Lilt is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Lilt Properties, including Your Content, in Company’s possession in connection with your use of Lilt Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce this Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Company, its Users or the public, and all enforcement or other government officials, as Lilt in its sole discretion believes to be necessary or appropriate. Lilt will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of, or failure to store any of Your Content.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Lilt through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Lilt has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Lilt a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Lilt Properties.
User Conduct. When using or access the Lilt Properties you agree that you will not, under any circumstances:
(a) Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
(b) Interfere with or damage Lilt Properties, including without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(c) Transfer your Account and username to another party without our consent;
(d) Bypass our robot exclusion headers, interfere with the working of Lilt Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
(e) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(f) Use the Service in any manner or for any purpose other than as expressly permitted by this Agreement and any other policy, instruction or terms applicable to the Service that are available through the Service; or
(g) Store or transmit inappropriate Content, such as Content containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature.
Third-Party Services. Lilt Properties may contain links to third-party websites ("Third-Party Websites")and applications ("Third-Party Applications") and advertisements for third parties ("Third-Party Ads"). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Lilt Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Lilt. Lilt is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Lilt provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Fees and Purchase Terms
General Purpose of Terms: Sale of Service, not Software. The purpose of the Agreement is for you to secure access to the Service. All fees set forth within and paid by you under the Agreement shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of Software, and, furthermore, any use of Company’s Software by you in furtherance of the Agreement will be considered merely in support of the purpose of this Agreement.
Fees. You will be responsible for payment of any fee for the Covered Service Offering that you select (each, a "Service Subscription Fee") at the time you create your Account and select the Covered Service Offering (the date on which you make this selection shall be the "Service Commencement Date" for such Covered Service Offering). Except as set forth in this Agreement, all fees for a Covered Service Offering are non-refundable. No contract will exist between you and Lilt for a Covered Service Offering, other than a free Covered Service Offering, until Lilt accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication. The fees applicable for Covered Service Offering ("Fees") are available on the Website and/or in Lilt’s then current published price list. The price stated for each Covered Service Offering excludes all taxes and charges, unless otherwise stated. You are responsible for any taxes and for all other charges incidental to your use of the Covered Service Offering. You agree to pay the Fees in the currency that Lilt quoted for your Account, and Lilt reserves the right to change the quoted currency at any time.
Payment. You must be authorized to use the credit card that you enter when you create a billing Account. You authorize Lilt to charge you for the Covered Service Offering you sign-up for using your credit card. You agree that we may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Service. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Covered Service Offerings are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. You must keep all information in your billing account current. You can access and modify your billing account information using the Website. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the Covered Service Offering, we may cancel the Covered Service Offering. Your notice to us will not affect the charges we submit to your Account before we could reasonably act on your request. To the extent permitted by applicable law, we may assess a late charge equal to the lesser of 1% of the unpaid amount each month or the maximum rate permitted by law if you do not pay on time. You must pay these late charges when we bill you for them. We may suspend or cancel your Covered Service Offering if you fail to pay in full on time.
Automatic Renewal. Your subscription to the Covered Service Offering you select at the time you create your Account will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a "Renewal Commencement Date") and continue for an additional equivalent period, at Lilt’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Lilt that your Covered Service Offering will be automatically renewed, you will have thirty days from the date of the Lilt notice), by logging into and going to the "Change/Cancel Service" page of your "Account Settings" page. If you do not wish your Covered Service Offering to renew automatically, or if you want to change or terminate your subscription, please contact Lilt at firstname.lastname@example.org or log in and go to the "Change/Cancel Service" page on your "Account Settings" page. If you cancel your subscription, you may use the Covered Service Offering until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Lilt to charge your credit card now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Lilt does not receive payment from your credit card, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Lilt may either terminate or suspend your subscription and continue to attempt to charge your credit card until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Covered Service Offering must be used within the specified time of the trial. At the end of the trial period, your use of that Covered Service Offering will expire and any further use of the Covered Service Offering is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Lilt to have the charges reversed.
Disclaimer of Warranties and Conditions. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF LILT PROPERTIES IS AT YOUR SOLE RISK, AND LILT PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. LILT EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT YOUR CONTENT WILL NOT BE LOST OR DAMAGED, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Limitation of Liability
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LILT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS ("LILT PARTIES") BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH LILT PROPERTIES, OR FOR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICE, WHETHER OR NOT LILT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A LILT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A LILT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A LILT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF LILT PARTIES RELATING TO A COVERED SERVICE OFFERING WILL BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Lilt by you during the THREE-month period prior to the act, omission or occurrence giving rise to such liability and (B) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A LILT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A LILT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A LILT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
Suspension and Termination of Use of the Service:We reserve the right to temporarily suspend or terminate your access to the Service, including any Covered Service Offering, at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of this Agreement; (b) your use of the Service in a manner that may cause Lilt to have legal liability or disrupt others’ use of the Service: (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your Account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If in Lilt’s determination, the suspension might be indefinite and/or Lilt has elected to terminate your access to the Service, Lilt will use reasonable efforts to notify you through the Service and/or by email to the most recent email address associated with your Account.
Term and Termination
Term. The Agreement commences on the date when you accept it (as described in the preamble above) and will remain in full force and effect while you use Lilt Properties, unless terminated earlier in accordance with this Agreement.
Prior Use. Notwithstanding the foregoing, if you used Lilt Properties prior to the date you accepted this Agreement, you hereby acknowledge and agree that the Agreement commenced on the date you first used Lilt Properties (whichever is earlier) and will remain in full force and effect while you use Lilt Properties, unless earlier terminated in accordance with this Agreement.
Termination by Company
Termination of Agreement by Lilt For Cause. If you have materially breached any provision of this Agreement, or if Lilt is required to do so by law (e.g., where the provision of the Website, the Software or the Service is, or becomes, unlawful), Lilt has the right to, immediately and without notice, terminate this Agreement and suspend or terminate any Service provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Lilt shall not be liable to you or any third party for such termination.
Termination of Agreement by Lilt For Inactivity. In addition to other termination provisions, if your Account is not currently subject to a paid Covered Service Offering with us, we at our discretion may terminate your Account if (a) you do not engage in any activity in your Account within 30 days after becoming a Registered User; or (b) you do not engage in any activity in your Account for any period of 180 consecutive days. In the event of such termination, any of Your Content that you have stored with the Service will be lost.
Termination of Service by You. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date of any paid Covered Service Offering, to cancel such Covered Service Offering, in which case Lilt will refund your service subscription fee for the remainder of the subscription period, if already paid. If you want to terminate the Covered Service Offering at any other time, you may do so by (a) notifying Lilt at any time and (b) closing your Account. Your notice should be sent, in writing, to Lilt's address set forth below. YOUR COVERED SERVICE OFFERING WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 8.4 (Automatic Renewal).
Effect of Termination. Termination of the Agreement includes removal of access to the Service and barring of further use of the Service. Termination of this Agreement also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of Service Offering, your right to use such Service Offering will automatically terminate immediately. You understand that any termination of Service may involve deletion of Your Content associated therewith from our live databases. Lilt will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
No Subsequent Registration. If your registration(s) with or ability to access Lilt Properties, or any other Lilt community is discontinued by Lilt due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access Lilt through use of a different name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to the Service Offering or Lilt Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Lilt reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
International Users. Lilt Properties can be accessed from countries around the world and may contain references to Service and Content that are not available in your country. These references do not imply that Lilt intends to announce such Service or Content in your country. Lilt Properties are controlled and offered by Lilt from its facilities in the United States of America. Lilt makes no representations that Lilt Properties are appropriate or available for use in other locations. Those who access or use Lilt Properties from other countries do so at their own volition and are responsible for compliance with local law.
Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with Lilt and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products or services sold or distributed through the Website, or to any aspect of your relationship with Lilt, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Lilt may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
IF YOU AGREE TO ARBITRATION WITH LILT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST LILT ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE LILT IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent The Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Lilt will pay them for you. In addition, Lilt will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Lilt will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Lilt. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND LILT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Lilt are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 16.5 (Exclusive Venue).
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Lilt, Inc. Attn: Spence Green, P.O. Box 20391, Stanford, CA 94309 or email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Lilt username (if any), the email address you used to set up your Lilt account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Lilt.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Lilt makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Lilt.
Personal Data. "Personal Data" means any information which, either alone or in combination with other information identifies an individual; as full defined in Directive 95/46/EC.
International Data Transfers. Where Personal Data are to be transferred from a licensee located in the EEA to the United States of America, or any other country outside of the EEA, the Standard Contractual Clauses contained in Exhibit A to this Agreement will apply.
Electronic Communications. The communications between you and Lilt use electronic means, whether you visit Lilt Properties or send Lilt e-mails, or whether Lilt posts notices on Lilt Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Lilt in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Lilt provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Lilt’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Lilt shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Lilt Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Lilt agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
Notice. Where Lilt requires that you provide an e-mail address, you are responsible for providing Lilt with your most current e-mail address. In the event that the last e-mail address you provided to Lilt is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Lilt’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Lilt at the following address: Lilt, Inc. Attn: Spence Green, P.O. Box 2039, Stanford, CA 94309. Such notice shall be deemed given when received by Lilt by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Export Control. You may not use, export, import, or transfer Lilt Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Lilt Properties, and any other applicable laws. In particular, but without limitation, Lilt Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Lilt Properties, 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. You also will not use Lilt Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Lilt are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Lilt products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.