Welcome,and thank you for your interest in Ameelio, Inc. (“Ameelio,” “we,”or “us”) and our Ameelio Connect internet communication service andout related mobile application (collectively, the “Connect Service”). These Terms of Service are a legallybinding contract betweenyou and Ameelio regarding your useof the Connect Service.
BY CLICKING“I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE CONNECT SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR ACCESSTO AND USE OF THE CONNECT SERVICE,YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDINGAMEELIO’S PRIVACY POLICY AND COPYRIGHT POLICY(TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS,THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE CONNECT SERVICE. YOUR USE OF THE CONNECTSERVICE, AND AMEELIO’S PROVISION OF THE CONNECT SERVICETO YOU, CONSTITUTES AN AGREEMENT BY AMEELIO AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND AMEELIO ARE EACHWAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR
RIGHT TO GO TO COURT to assert or defend your rights underthis contract (exceptfor matters that may be taken to small claims court). Yourrights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.(See Section 18.)
1. Connect Service Overview The ConnectService offers communications technology to help create a more human and rehabilitative corrections system. Ameelio aimsto improve the lives of those impactedby incarceration and reduce recidivism by providing a prison communicationsoftware and various technologyplatforms that enable non-incarcerated individuals (each, a “Free World User”) to communicate with loved ones in jail orprison (each, an “Incarcerated Person”).The Agreement applies to allIncarcerated Persons, Free World Users, and jail, prison, correctionalfacility, or other non-Ameelioorganizational employees assisting in administering an Incarcerated Person’saccess to or use of the ConnectService (each, an “Administrator”).Incarcerated Persons, Free World Users, Administrators,and visitors who access the Ameelio website are each referred to as a “User” and collectively as “Users”. Unless otherwise indicated, all provisions of this Agreementapply to your use of oraccess to the Connect Service, regardless of which type of User you are.
2. Eligibility. In order to use the ConnectService, you must either be 18 years of age or have your parent or guardian’s consent to your use of the Connect Serviceand agree to these terms on your behalf.If you are under the age of 18, your parent or guardian must supervise your useof the Connect Service. If you are under the age of 13, you may not use the ConnectService. By agreeingto the terms in thisAgreement, you represent and warrant to us that (a) you meet the eligibility requirements described above, (b) you havenot previously been suspended or removed from the using or accessing the Connect Service; and (c) yourregistration for and your use of the ConnectService does not violate any and all applicable laws and regulations.
3. Accounts and Registration. To access most features of the ConnectService, you must have an active accountfor the Connect Service. If you are a Free World User, when you register for an account,you may be required toprovide us with some information about yourself, such as your name, email address, or other contact information. Ifyou are an Incarcerated Person, your Administrator will provision you with an account. If you are an Administrator, youwill be provisioned with an account either by Ameelio or by your Authorized Facility. You agree that any information you provide to us is accurate,complete, and not misleading, and that you will keep it accurate and up to dateat all times. When you register orwhen you first log into your account, you will be asked to create a password. You are solely responsible formaintaining the confidentiality of your account and password, and you accept responsibility for all activities thatoccur under your account. If you believethat your account is no longer secure, then you should immediately notify us at support@ameelio.org,or, if you are an Incarcerated Person, you should immediately notify your Administrator.
4. Scheduling a Connect Session. Ameeliooffers the capability for video and audio calls between Free World Users and Incarcerated Persons (eacha “Connect Session”). FreeWorld Users may submit a request toschedule a Connect Session with an Incarcerated Person who is confined in ajail, prison, or other facility thatpermits the use of the Connect Service (each, an “Authorized Facility”). FreeWorld Users may be required to verify their identity prior to requestingor scheduling a Connect Session (“ID Verification”). As a part of the ID Verification, you may be required to provide additional identifying information about yourself, including a photo ofyourself and valid government identification(“Verification Information”).By providing the Verification Information, you agree that Ameelio may send that VerificationInformation to the Authorized Facility or a third party identity verification service provider for thepurposes of the ID Verification. You acknowledge that the applicable Authorized Facility mustapprove your request in order to schedule a Connect Session, and Authorized Facilities may approve or deny such requests in their discretion, subject to applicable law or regulation.
5. Call Logs and Recordings. ConnectSessions may be recorded, and Authorized Facilities and their Administrators may be able to access andview Connect Session call logs and recordings of your Connect Sessions. By attending a Connect Session or otherwise usingthe Connect Service, you are givingAmeelio (and the applicable Authorized Facility) consent to store thoserecordings and call logs and transfercopies of those recordings and call logs to the applicable AuthorizedFacilities. If you do not consentto being recorded, you do not have our permission to attend a Connect Sessionor use the Connect Services.
6.1. Limited License. Subject to yourcomplete and ongoing compliance with these Terms, Ameelio grants you, solely for your personal,non-commercial use, a limited, non-exclusive, non- transferable, non-sublicensable, revocable license to: (a)install and use one object code copy of anymobile or other downloadable application associated with the Connect Serviceobtained from a legitimate marketplace(whether installed by you or pre-installed on your mobile device by the device manufacturer or a wirelesstelephone provider) on a mobile device that you own or control; (b) if you are an Administrator or IncarceratedPerson, use the Connect Service as installed on a mobiledevice provided to you for use in connection with the ConnectService, and (c) access and use the Connect Service.
6.2. License Restrictions. Except and solelyto the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publiclydisplay, publicly perform, or createderivative works of the ConnectService; (b) make modifications to the Connect Service; or (c) interfere with or circumvent any feature of the ConnectService, including, but not limitedto, any security or access control mechanism. If you are prohibitedunder applicable law from using the Connect Service, then you may not useit.
6.3. Feedback. We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestionsregarding existing functionalities, problems with or proposed modifications or improvements to theConnect Service or our other products or services (“Feedback”),then you hereby grant Ameelio an unrestricted, perpetual, irrevocable, non- exclusive, fully-paid, royalty-free right and licenseto exploit the Feedback in any manner and for anypurpose, including to improve the Connect Service and create other products andservices. We will have no obligation to provide you with attribution for any Feedbackyou provide to us.
7. Ownership; Proprietary Rights. TheConnect Service is owned and operated by Ameelio. The visual interfaces, graphics, design, compilation, information, data, computercode (including sourcecode or objectcode), products, software,services, and all other elementsof the Connect Service providedby Ameelio (“Materials”) are protected by intellectual property and other laws. All Materials includedin the Connect Service are the property of Ameelio or its third-partylicensors. Except as expressly authorizedby Ameelio, you may not make use of the Materials. There are no impliedlicenses in these Terms and Ameelioreserves all rightsto the Materials not grantedexpressly in these Terms.
8.1. Third-Party Services and Linked Websites.Ameelio may provide tools through the ConnectService that enableyou to export information, including User Content, to third-party services.By using one of these tools,you hereby authorize that Ameelio to transfer that information to the applicable third-party service. Third-party services are not under Ameelio’s control, and, to the fullestextent permitted by law, Ameeliois not responsible for any third-party service’s use of yourexported information. The Connect Service may also contain links to third-partywebsites. Linked websites are notunder Ameelio’s control, and Ameelio is not responsible for their content.Please be sure to reviewthe terms of use and privacy policyof any third-party services before you share any User Content orinformation with such third-party services. Once sharing occurs, Ameelio will have no control over the information that has been shared.
8.2. Third-Party Software. The Connect Service may include or incorporate third-party software components that are generally available free of charge underlicenses granting recipients broad rights to copy, modify,and distribute thosecomponents (“Third-Party Components”). Although the Connect Serviceis provided to you subjectto these Terms, nothing in these Terms prevents, restricts, or is intendedto prevent or restrict you from obtainingThird-Party Components underthe applicable third-party licenses or to limit your use of Third-PartyComponents under those third-party licenses.
9.1. User Content Generally. Certain featuresof the Connect Service may permit users to submit, upload, publish, broadcast, or otherwise transmit content to theConnect Service, including reviews,photos, video or audio (including sound or voice recordings and musicalrecordings embodied in the videoor audio), images,folders, data, text,and any other works of authorship or other works (collectively, “User Content”). You retain anycopyright and other proprietary rightsthat you may hold in the User Content that you provide through the ConnectService, subject to thelicenses granted in theseTerms.
9.2. Limited License Grant to Ameelio. Byproviding User Content through the Connect Service, you grant Ameelio a worldwide, non-exclusive, perpetual,royalty-free, fully paid right and license (withthe right to sublicense through multiple tiers) to host, store, transfer,publicly display, publicly perform (including by means of a digital audio transmission), communicateto the public, reproduce, modify forthe purpose of formatting for display, create derivative works as authorized in these Terms, and distributeyour User Content, in whole or in part, in any media formats and through any media channels, in each instance whethernow known or hereafter developed. Allof the rights you grant in these Terms are provided on athrough-to-the-audience basis, meaningthe owners or operators of external services will not have any separate liability to you or any other third party for User Contentyou provide or otherwise used on external services via the Connect Service.You agree to pay all monies owingto any person or entityresulting from the provision of your User Content and from Ameelio’s exercise of the license set forth in this Section.
9.3. Limited License Grantto Other Users. By providing User Content throughthe Connect Serviceand making it available to other users of the Connect Service, you grantthose users a non- exclusive licenseto access and use that User Content as permitted by these Terms and the functionality of the ConnectService.
9.4. You Must Have Rights to the Content You Provide; User ContentRepresentations and Warranties. You must not provide User Content if you are not the owner of orare not fully authorized to grantrights in all of the elements of that User Content. Ameelio disclaims any and all liability in connection with User Content.You are solely responsible for your User Content and theconsequences of providing User Content via the Connect Service. By providingUser Content via the ConnectService, you affirm, represent, andwarrant to us that:
9.4.1. You are the creator and ownerof the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ameelioand users of the ConnectService to use and distribute your User Contentas necessary to exercise the licenses grantedby you in this Section, inthe manner contemplated by Ameelio, the Connect Service, and these Terms;
9.4.2. Your User Content, and thetransmission or use of your User Content as contemplated by these Terms,does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, includingany copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any otherintellectual property, contract, or proprietary right; (ii) slander,defame, libel, or invade the right of privacy, publicity or other propertyrights of any other person; or (iii) cause Ameelio to violate any law or regulation or require us to obtain anyfurther licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
9.4.3. Your User Content couldnot be deemed by a reasonable personto be objectionable, profane,indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwiseinappropriate.
9.5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or otherusers provide, and will not be in any way responsible or liable for UserContent. Ameelio may, however, at anytime and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violatesthese Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the ConnectService, you will be exposed to User Content from avariety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Youagree to waive, and do waive, any legalor equitable right or remedy you have or may have against Ameelio with respectto User Content. If notified by auser or content owner that User Content allegedly does not conform to these Terms, we may investigate theallegation and determine in our sole discretion whether to remove the User Content, which we reservethe right to do at any time and without notice. For clarity, Ameelio does not permit infringing activities onthe Connect Service.
9.6. Monitoring Content. Ameelio does notcontrol and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties;or (c) the use of the Connect Serviceby its users. You acknowledge and agree that Ameelio reserves the right to, andmay from time to time, monitor any and all information transmitted or received throughthe Connect Service for operational and otherpurposes. If at any time Ameelio chooses to monitor the content, then Ameelio still assumes no responsibility orliability for content or any loss or damageincurred as a result of the use of content. During monitoring, information maybe examined, recorded, copied, andused in accordance with our Privacy Policy (defined below). Ameelio may block, filter, mute, remove ordisable access to any User Content uploaded to or transmitted through the Connect Service without any liability tothe user who provided such User Content to the Connect Serviceor to any other users of the Connect Service.
10.1. Push Notifications. When you install our app on your mobiledevice, you agree to receivepush notifications, whichare messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s“settings” page.
10.2. Email.We may send you emailsconcerning our productsand services, as well as those of third parties. You may opt out of promotional emailsby following the unsubscribe instructions in the promotional email itself.
11. Prohibited Conduct. BY USING THE SERVICE,YOU AGREE NOT TO:
11.1. use the Connect Servicefor any illegalpurpose or in violation of any local,state, national, or international law;
11.2. harass, threaten, demean, embarrass, bully, or otherwiseharm any other user of the ConnectService;
11.3.violate,encourage others to violate, or provide instructions on how to violate, anyright of a third party,including by infringing or misappropriating any third-party intellectual property right;
11.4. access, search, or otherwise use any portion of the Connect Servicethrough the use of any engine, software,tool, agent, device,or mechanism (including spiders, robots, crawlers,and data miningtools) other than the softwareor search agentsprovided by Ameelio;
11.5. interfere with security-related features of the Connect Service,including by: (i) disabling or circumventing featuresthat prevent or limit use, printing or copying of any content; or
(ii) reverse engineering or otherwise attempting to discover the source code of any portion of the ConnectService except to the extentthat the activityis expressly permitted by applicable law;
11.6. interfere with the operation of the Connect Service or any user’senjoyment of the Connect Service,including by: (i) uploading or otherwise disseminating any virus, adware,spyware, worm, or other maliciouscode; (ii) making any unsolicited offer or advertisement to another user of the Connect Service; (iii)collecting personal information about another user or third party without consent;or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide theConnect Service;
11.7. perform any fraudulent activity including impersonating any person or entity, claiminga false affiliation or identify, accessing anyother Connect Service account without permission, or falsifying your ageor date of birth;
11.8. sell or otherwisetransfer the access granted under these Terms or any Materials (as defined in Section 7) or any right orability to view,access, or use any Materials; or
11.9. attempt to do any of the acts described in this Section11 or assistor permit any person in engaging in any of the acts described in this Section 11.
12. Intellectual Property Rights Protection.We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17U.S.C. §512, as amended). Please review our copyrightpolicy available at [URL] (the “Copyright Policy”). The Copyright Policyis incorporated by this reference into, and made a partof, these Terms.
13. Modification of Terms. We may, from time to time,change these Terms. Please check these Terms periodically for changes. Revisions willbe effective immediately except that, for existing users, material revisions will be effective 30 days after posting ornotice to you of the revisions unless otherwise stated.If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modifiedTerms in order to continue to use the Connect Service. If you do not agree to the modified Terms, thenyou should remove your User Content and discontinue your use of the ConnectService. Except as expressly permitted in this Section13, these Termsmay be amended only by awritten agreement signed by authorized representatives of the parties to these Terms.
14.1. Term.These Terms are effective beginning when you acceptthe Terms or first download, install, access, or use the ConnectService, and ending when terminated as described in Section14.2.
14.2. Termination by Ameelio. If you violateany provision of these Terms,then your authorization to access the ConnectService and these Terms automatically terminate. In addition, Ameelio may, at its sole discretion, terminate theseTerms or your account on the Connect Service, or suspend or terminate your access to the ConnectService, at any time for any reasonor no reason, with or without notice,and without any liability to you arising from suchtermination.
14.3.1. Termination by Free World Users. If youare a Free World User and would like to terminate your Account, please contact us at support@ameelio.org. Upon receipt of your request,we will deactivate your Accountwithin a reasonable time period.
14.3.2. Termination by Incarcerated Persons. If you are an Incarcerated User and would like to terminate your Account, please contact your Administrator.
14.4. Effect of Termination. Upon terminationof these Terms: (a) your license rights will terminate and you must immediately cease all use of the Connect Service;(b) you will no longer be authorized to access your account or the ConnectService; (c) you must pay Ameelio any unpaid amount that was due prior to termination;and (d) all payment obligations accrued prior to termination and Sections 6.3,7, 9,14.4, 15,16, 17,18, 19,and 20 will survive. You are solely responsible for retaining copies of anyUser Content you provide through the Connect Service since upon termination of your account, you may lose access rightsto any User Content you provide throughthe Connect Service.If your account has been terminated for a breachof these Terms, then you are prohibited fromcreating a new account on the Connect Service using a different name, emailaddress or other forms ofaccount verification.
14.5. Modification of the Connect Service. Ameelioreserves the right to modify or discontinue all or any portion of the Connect Service atany time (including by limiting or discontinuing certain features of the Connect Service), temporarily or permanently,without notice to you. Ameelio will have no liability for any changeto the Connect Service, including any paid-for functionalities of the Connect Service,or any suspension or termination of your accessto or use of the Connect Service. You should retain copies of anyUser Content you provide through the Connect Service so that you have permanent copies in the event the ConnectService is modified in such a way that you lose access to User Content you providedthrough the Connect Service.
15. Indemnity. To the fullest extent permitted by law, you are responsible foryour use of the Connect Service, andyou will defend and indemnify Ameelio, its affiliates and their respectiveshareholders, directors, managers, members, officers, employees, consultants, and agents(together, the “Ameelio Entities”) from and againstevery claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, theConnect Service; (2) your violation of any portion of these Terms, any representation, warranty, oragreement referenced in these Terms, or any applicable law or regulation; (3) your violation of anythird-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any disputeor issue betweenyou and any third party. We reserve the right,at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification byyou (without limiting your indemnificationobligations with respect to that matter), and in that case, you agree tocooperate with our defense of those claims.
16.1. THE SERVICE AND ALL MATERIALSAND CONTENT AVAILABLE THROUGH THE SERVICE AREPROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. AMEELIO DISCLAIMS ALLWARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED, RELATINGTO THE SERVICE AND ALL MATERIALS AND CONTENTAVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT;AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. AMEELIO DOES NOT WARRANTTHAT THE SERVICEOR ANY PORTION OF THE SERVICE, OR ANYMATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OROTHER HARMFUL COMPONENTS, AND AMEELIO DOES NOT WARRANT THAT ANY OF THOSE ISSUESWILL BE CORRECTED.
16.2. NO ADVICE OR INFORMATION,WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR AMEELIO ENTITIES OR ANY MATERIALS OR CONTENTAVAILABLE THROUGH THE SERVICE WILLCREATE ANY WARRANTY REGARDING ANY OF THE AMEELIO ENTITIES OR THE SERVICETHAT IS NOT EXPRESSLY STATEDIN THESE TERMS.WE ARE NOT RESPONSIBLE FOR ANY DAMAGETHAT MAY RESULTFROM THE SERVICEAND YOUR DEALINGWITH ANY OTHERSERVICE USER. YOU UNDERSTANDAND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY(INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE)OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
16.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION16 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Ameeliodoes not disclaimany warranty or other right that Ameeliois prohibited from disclaiming under applicable law.
17.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AMEELIO ENTITIESBE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES(INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF ORRELATING TO YOUR ACCESS TO OR USE OF, OR YOURINABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ONTHE SERVICE, WHETHER BASED ONWARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY AMEELIO ENTITYHAS BEEN INFORMEDOF THE POSSIBILITY OF DAMAGE.
17.2. EXCEPT AS PROVIDED IN SECTIONS 18.5 AND 18.6 AND TO THE FULLESTEXTENT PERMITTED BY LAW,THE AGGREGATE LIABILITY OF THE AMEELIO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANYINABILITY TO USE ANY PORTION OF THE SERVICE OROTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNTYOU HAVE PAID TO AMEELIO FOR ACCESS TO ANDUSE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISETO THE CLAIM AND (b) US$100.
17.3. EACH PROVISION OF THESE TERMSTHAT PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ANDDOES ALLOCATE THE RISKS BETWEEN THEPARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEPARTIES. EACH OF THESE PROVISIONSIS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION17 WILL APPLYEVEN IF ANY LIMITED REMEDYFAILS OF ITS ESSENTIAL PURPOSE.
18.1. Generally. In the interestof resolving disputesbetween you and Ameelio in the most expedient and cost effective manner, and except asdescribed in Section 18.2 and 18.3, you and Ameelio agree that every dispute arising in connection with these Terms,the Connect Service, and communicationsfrom us will be resolved by binding arbitration. Arbitration is less formalthan a lawsuit in court.Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court,and can be subject to very limitedreview by courts. Arbitratorscan award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claimsarising out of or relating to any aspect of these Terms, the Connect Service, or any communications toor from us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, andregardless of whether a claim arises duringor after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERINGINTO THESE TERMS,YOU AND AMEELIOARE EACH WAIVINGTHE RIGHT TO A TRIAL BY JURYOR TO PARTICIPATE IN A CLASS ACTION.
18.2. Exceptions. Despite the provisions of Section 18.1, nothingin these Termswill be deemedto waive, preclude,or otherwise limit the rightof either party to: (a) bring an individual action in small claims court; (b) pursue anenforcement action through the applicable federal, state, or local agency if that action isavailable; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in acourt of law to address an intellectual property infringement claim.
18.3. Opt-Out. If you do not wish to resolvedisputes by bindingarbitration, you may opt out of the provisionsof this Section 18 within 30 days afterthe date that you agree to these Terms by sendinga letter to Ameelio, Inc., Attention: Legal Department – Arbitration Opt-Out,440 Prospect Street Apt 7, New Haven,CT 06511 that specifies: your full legal name, the email address associated with your account on the ConnectService, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Ameelioreceives your Opt-Out Notice, this Section18 will be void and any action arising out ofthese Terms will be resolved as set forth inSection 19.2. The remaining provisions of theseTerms will not be affected by your Opt-Out Notice.
18.4. Arbitrator. Any arbitration between youand Ameelio will be settled under the FederalArbitration Act and administered by the American Arbitration Association(“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms.The AAA Rules and filingforms are availableonline at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Ameelio. The arbitrator has exclusive authority to resolve any disputerelating to the interpretation, applicability, or enforceability of thisbinding arbitration agreement.
18.5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a writtennotice of the dispute to the other party by certified U.S. Mail or byFederal Express (signature required)or, only if that other party has not provided a current physical address, thenby electronic mail (“Notice of Arbitration”).Ameelio’s address for Notice is: Ameelio, Inc., 440 Prospect Street Apt 7, New Haven, CT 06511. The Notice ofArbitration must: (a) describe the natureand basis of the claim or dispute; and (b) set forth the specific relief sought(“Demand”). The parties will make good faith efforts toresolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice ofArbitration is received, you or Ameeliomay commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unlessotherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you orAmeelio must not be disclosed to thearbitrator until after the arbitrator makes a final decision and award, if any.If the arbitrator awards you anamount higher than the last written settlement amount offered by Ameelioin settlement of the disputeprior to the award, Ameeliowill pay to you the higher of:
(a) the amountawarded by the arbitrator and (b) US$10,000.
18.6. Fees. If you commence arbitration inaccordance with these Terms, Ameelio will reimburse you for your payment of the filing fee, unless your claim is formore than US$10,000, in which case the paymentof any fees will be decided by the AAA Rules. Any arbitration hearingwill take placeat a location to be agreed upon in the county and state of yourresidence, but if the claim is for US$10,000or less, you may choose whether the arbitration will be conducted: (a) solelyon the basis of documents submittedto the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing asestablished by the AAA Rules in the county (or parish) of your residence. If the arbitrator finds that either thesubstance of your claim or the relief soughtin the Demand is frivolous or brought for an improper purpose (as measured bythe standards set forth in FederalRule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case,you agree to reimburse Ameelio for all moniespreviously disbursed by it that are otherwise your obligation to pay underthe AAA Rules.
Regardlessof the manner in which the arbitration is conducted, the arbitrator must issuea reasoned written decisionsufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at anytime during the proceeding and upon request from either partymade within 14 days of the arbitrator’s ruling on the merits.
18.7. No Class Actions. YOU AND AMEELIOAGREE THAT EACH MAY BRING CLAIMS AGAINSTTHE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITYAND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTEDCLASS OR REPRESENTATIVE PROCEEDING. Further, unlessboth you
and Ameelioagree otherwise, the arbitrator may not consolidate more than one person’s claims,and may not otherwise presideover any form of a representative or class proceeding.
18.8. Modifications to this Arbitration Provision. If Ameelio makes any future change to this arbitration provision, other than a change to Ameelio’s addressfor Notice of Arbitration, you mayreject the change by sending us written notice within 30 days of the change toAmeelio’s address for Notice of Arbitration, in which case your accountwith Ameelio will be immediately terminated and this arbitration provision, as in effectimmediately prior to the changes you rejected will survive.
18.9. Enforceability. If Section 18.7 or the entiretyof this Section18 is found to be unenforceable, or ifAmeelio receives an Opt-Out Notice from you, then the entirety of this Section 18 will be null and void and, in that case, the exclusive jurisdiction and venuedescribed in Section 19.2 will governany action arising out ofor related to these Terms.
19.1. General Terms. These Terms, includingthe Privacy Policy,the Copyright Policy and any other agreements expressly incorporated byreference into these Terms, are the entire and exclusive understanding and agreement between you and Ameelio regardingyour use of the Connect Service. Youmay not assign or transfer these Terms or your rights under these Terms, inwhole or in part, by operation oflaw or otherwise, without our prior written consent. We may assign these Terms and all rights granted underthese Terms, including with respect to your User Content, at any time without notice or consent. The failure torequire performance of any provisionwill not affect our right to require performance at any other time after that,nor will a waiver by us of anybreach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breachor default or a waiverof the provision itself. Use of
Sectionheaders in these Terms is for convenience only and will not have any impact onthe interpretation of any provision. Throughout these Terms the use of the word “including” means “including butnot limited to.” If any part of these Terms is held to be invalid orunenforceable, then the unenforceablepart will be given effect to the greatest extent possible, and the remainingparts will remain in fullforce and effect.
19.2. Governing Law. These Terms are governedby the laws of the State of Connecticut without regard to conflict of law principles. You and Ameelio submit tothe personal and exclusive jurisdiction of the state courts and federal courts located within New Haven County, Connecticut for resolution ofany lawsuit or court proceeding permitted under these Terms. We operate the Connect Service from our offices in Connecticut, and we make no representation that Materials included in the Connect Service are appropriate or available for use in other locations.
19.3. Privacy Policy. Please read the AmeelioPrivacy Policy available at [URL] (the “PrivacyPolicy”) carefully for information relatingto our collection, use, storage,and disclosure of your personalinformation. The Ameelio Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
19.4. Additional Terms. Your use of theConnect Service is subject to all additional terms, policies, rules, or guidelines applicable to theConnect Service or certain features of the Connect Service that we may post on or link to from the Connect Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
19.5. Consent to Electronic Communications. Byusing the Connect Service, you consent to receiving certain electronic communications from us as further described in our PrivacyPolicy. Please read our Privacy Policy to learn more about our electronic communications practices. Youagree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
19.6. ContactInformation. The Connect Service is offered byAmeelio, Inc., located at 440 Prospect Street Apt 7, New Haven, CT 06511. You may contact us by sending correspondence to that address or by emailing us at support@ameelio.org.
19.7. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs inwriting at 1625 N. Market Blvd., SuiteS-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 inorder to resolve a complain tregarding the Connect Service or to receive further information regarding use of the Connect Service.
19.8. No Support. We are under no obligation to provide support for the Connect Service. In instances where we may offer support, the support will be subjectto published policies.
19.9. International Use. The Connect Service is intended for visitors located within the United States. We make no representation that the Connect Service is appropriate or available for useoutside of the United States. Access to the Connect Service from countries or territories or by individuals where such accessis illegal is prohibited.
20. Notice Regarding Apple. This Section 20 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Ameelio only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If theService fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims byyou or any third party relating to the Service or your possession and/Service, including: (1) product liability claims;(2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree tocomply with any applicable third- partyterms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, andupon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo orthat has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed onany U.S. Government list of prohibited or restricted parties.