Last Updated: 09/09/2020
I. Introduction and Eligibility
The terms “post” or “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar actions on the Site.
This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly.
Binding Agreement. These Terms constitute a binding agreement between you and Icarus Lived Inc. and its affiliates and subsidiaries (“Goodpoint”). “You” and “users” shall mean all visiBinding Agreement. These Terms constitute a binding agreement between you and Icarus Lived Inse Terms, you must not use the Site. You understand and agree that these Terms are entered into in consideration for your use of the Site and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
Revisions to Terms. Goodpoint may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the Site after a change to these Terms constitutes your binding acceptance of these Terms. However, no revisions to these Terms will apply to any dispute between you and Goodpoint that arose prior to the date of such revision.
Children. THE SITE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE BY GOODPOINT. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SITE AT ANY TIME OR IN ANY MANNER. Furthermore, by accessing or using the Site, you affirm that either you are at least 18 years of age or have been authorized to use the Site by your parent or guardian who is at least 18 years of age.
Material Terms. As provided in greater detail in these Terms, you acknowledge the following:
- the Site is licensed to you, not sold to you, and you may use the Site only as set forth in this Agreement;
- the use of the Site may be subject to separate third party terms of service and fees, which are your sole responsibility;
- the Site is provided “as is” without warranties of any kind and Goodpoint’s liability to you is limited; and
- we will resolve disputes arising under these Terms through binding arbitration. By accepting these Terms, as provided in greater detail in Section XII of these Terms, you and Goodpoint are each waiving the right to a trial by jury or to participate in a class action.
II. The Site
The “Site” is defined as any website or Internet service under Goodpoint’s control, whether partial or otherwise. The Site provides an online self-help and social change platform and ‘social system’ for individuals to use to organize ideas, govern conduct and advance the interests of society based on proprietary methods of selecting content, organizing information, and creating interactions.
Content Is For Informational Purposes Only; No Medical or Psychological Advice. The Site will not provide any medical, psychological, financial, legal, or other professional advice. You acknowledge and agree that your use of the Site does not create a doctor-patient relationship between Goodpoint and You. All content on the Site is provided for informational purposes only, and not as a specific directive to undertake a given action. IF YOU SUSPECT THAT YOU MAY HAVE A MEDICAL OR PSYCHOLOGICAL EMERGENCY, THEN CALL YOUR DOCTOR OR 911 IMMEDIATELY BECAUSE THE SITE IS NOT INTENDED TO BE USED IN CONNECTION WITH MEDICAL OR PSYCHOLOGICAL EMERGENCIES. NEVER DISREGARD THE ADVICE FROM A LICENSED MEDICAL OR PSYCHOLOGICAL PROFESSIONAL OR DELAY IN SEEKING IT BECAUSE OF YOUR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING IN THIS SECTION II OR SECTION X BELOW, GOODPOINT HEREBY DISCLAIMS ALL LIABILITY RELATED TO MEDICAL OR PSYCHOLOGICAL ADVICE OR SERVICES PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SITE, AND YOU ASSUME ALL RISKS ARISING FROM YOUR USE OF THE SITE.
III. Your Account Credentials and Account Communications
Goodpoint may communicate with you by email or posting notice on the Site. You may request that we provide notice of security breaches in writing.
Creating an Account. While you may always browse the public-facing pages of the Site without registering, in order to enjoy the full benefits of the Site and to post Your User Content (as defined below), you must create an account on the Site (an “Account”). When creating an Account, you agree to provide true, accurate, current, and complete information as Goodpoint requires. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of these Terms, or an infringement or violation of any third party rights, or of any applicable laws or regulations.
Security of Account Credentials. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Goodpoint immediately if you believe the confidentiality of your login credentials has been compromised or if you suspect unauthorized use of your account. You agree that Goodpoint will not be liable for any loss or damage arising from unauthorized use of your credentials.
IV. Goodpoint’s Content Ownership and Use
Goodpoint owns all of the content we create, but you may use it while you use the Site. Any content you view through the Site may not be shared, copied, transferred, or posted by you to the Internet in any way, other than as permitted herein. You cannot use our logo without our written permission.
The contents of the Site include: designs, text, graphics, images, information, logos, software, audio and audiovisual files, computer code, and other Goodpoint content (collectively, “Goodpoint Content”). All Goodpoint Content and the compilation (meaning the collection, arrangement, and assembly) of all Goodpoint Content are the property of Goodpoint or its licensors and are protected under copyright, trademark, and other laws.
License to You. Goodpoint grants you, subject to these Terms, a personal, limited, non-exclusive, non-transferable license to access and use the Site and the Goodpoint Content solely for the use of Goodpoint’s services, at Goodpoint’s discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Goodpoint Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Goodpoint Content on any copy you make of the Goodpoint Content.
Goodpoint Marks. Goodpoint, the Goodpoint logo, and other Goodpoint logos and product and service names are or may be trademarks of Goodpoint (the “Goodpoint Marks”). Without Goodpoint’s prior written permission, and except as solely enabled by any link as provided by Goodpoint, you agree not to display or use in any manner the Goodpoint Marks or the trademarks of Goodpoint’s licensors or other third parties.
V. User Content and Your License to Use
You, or the people who allow you to use their content, own all of the content you create using the Site. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better or to add our logo to it.
It is very important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights.
Goodpoint does not represent or guarantee the truthfulness, accuracy, or reliability of content posted by users (“User Content”). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.
Goodpoint Claims No Ownership. The Site may provide you with the ability to create, post, or share content on the Site, including text-based and audiovisual content (“Your User Content”). Goodpoint claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Site. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
Open Source Content. If you post any User Content that is owned by a third party and is made available, in whole or in part, under an “open source license” as defined by the Open Source Initiative (“Open Source Content”), then: (i) you represent and warrant that use of such Open Source Content as permitted in these Terms will not conflict with the applicable open source license; (ii) you must provide accurate and complete attribution to the owner of such Open Source Content and any notifications of license terms, in each case as required by the applicable open source license, through the attribution functionality provided on the Site (and if such attribution is not technically feasible through the functionality of the Site, then you will not post the Open Source Content); and (iii) you represent, warrant, and covenant that your posting of such Open Source Content on the Site does not and will not require any other Goodpoint Content, User Content, or other portion of the Site (including source code) to be disclosed or distributable to any third party contrary to these Terms or be licensed for the purpose of making derivative works.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, as a result of your use of the Site, any right, title, or interest in or to such content delivered via the Site or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Site or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of Your User Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Your User Content on the Site does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Site. By posting Your User Content, you waive any and all rights of publicity, privacy, or any other rights of a similar nature in connection with Your User Content.
The Site contains content from users and other Goodpoint licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Site.
Prohibition on Uploading Objectionable Content. You agree not to post any User Content to the Site that is or could be interpreted to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar; or (ii) promoting bigotry, discrimination, hatred, racism, or inciting violence, as Goodpoint may determine in its sole discretion (collectively, “Objectionable Content”). If you encounter any Objectionable Content on the Site, then please report such Objectionable Content using the functionality provided on the Site. You acknowledge and agree that Goodpoint provides you the right to report Objectionable Content as a courtesy, and Goodpoint has no obligation to remove or take any other action with respect to any Objectionable Content on the Site that you report to us.
VI. Copyright Policy
Let us know if you think a user has violated your intellectual property rights using the Site, or if you think someone incorrectly reported that you violated his or her copyright.
The Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”), provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Site infringe your intellectual property rights, you (or your agent) may send Goodpoint a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Goodpoint to locate the material on the Site;
- Information reasonably sufficient to allow Goodpoint to contact you, such as your name, address, telephone number, and email address (if available);
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the Notification of Claimed Infringement is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a Notification of Claimed Infringement has been wrongly filed against you, the DMCA permits you to send Goodpoint a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to email@example.com. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA and Goodpoint reserves the right to seek damages therefor.
Repeat Infringer Policy. Goodpoint’s intellectual property policy is to (i) remove or disable access to material that Goodpoint believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Site; and (ii) remove any User Content uploaded to the Site by “repeat infringers” and terminate the accounts of such repeat infringers. Goodpoint considers a “repeat infringer” to be any user that has uploaded User Content or creative ideas (as defined below) to or through the Site and for whom Goodpoint has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or creative ideas. Goodpoint has discretion, however, to terminate the Account of any user after receipt of a single Notification of Claimed Infringement or upon Goodpoint’s own determination.
VII. Suggestions and Submissions
Don’t send us your great ideas for a new business or functionality. If you do, we can use them without compensating you.
Goodpoint appreciates hearing from its users and welcomes your comments regarding the Site. Please be advised, however, that Goodpoint does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those that we have specifically requested. While Goodpoint values your feedback on its services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send Goodpoint creative ideas:
- Goodpoint has no obligation to review, consider, or implement your creative ideas, or to return to you all or part of any creative ideas for any reason;
- Creative ideas are provided on a non-confidential basis, and Goodpoint is not under any obligation to keep any creative ideas you send confidential or to refrain from using or disclosing it in any way; and
- You irrevocably grant Goodpoint perpetual and unlimited permission to use the creative ideas and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody creative ideas, whether in whole or in part, and whether as provided or as modified.
VIII. Prohibited Uses and Behavior
Don’t do bad things with the Site, try to break it, or steal our hard work.
You agree to use the Site only for its intended purpose. You must use the Site in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Site are prohibited. You may not:
- resell or make any commercial use of any Site or Goodpoint Content;
- make any derivative use of the Site or Goodpoint Content;
- aggregate, copy, or duplicate any Goodpoint Content;
- use data mining, robots, or other data gathering devices on the Site;
- remove, disable, damage, circumvent, or otherwise interfere with the security of the Site;
- abuse, harass, harm, or advocate or incite abuse, harassment, or harm of another person or group, including Goodpoint employees;
- interfere or attempt to interfere with the proper working of the Site;
- gain unauthorized access to the Site or computers linked to the Site;
- reverse-engineer or attempt to reverse-engineer the Site;
- frame or link to the Site without permission;
- submit, or attempt to submit, a virus to the Site;
- take any action imposing an unreasonable or disproportionately large load on Goodpoint’s infrastructure;
- obtain, or attempt to obtain, unauthorized access to other users’ accounts;
- sell, transfer, or assign any of your rights to use the Site to a third party without the express written consent of Goodpoint;
- use the Site in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to Goodpoint or others;
- use the Site in an illegal way or to commit an illegal act;
- access the Site from a jurisdiction where it is illegal, unauthorized, or penalized;
- control or register an Account if another Account controlled by you has performed these activities or otherwise breached these Terms, or has been terminated by Goodpoint for any reason;
- provide any false information to Goodpoint;
- use the Site to send communications to persons who have requested that you not send them communications;
- post information concerning another person or entity without their consent;
- post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity;
- violate any applicable federal, state, or local laws or regulations or the terms of this Agreement; or
- Assist or permit any persons in engaging in any of the activities described above.
IX. Consequences of Violating These Terms
If you don’t act acceptably, we may remove Your User Content and terminate your Account.
Goodpoint may review and remove any User Content at any time for any reason, including activity that, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive, or illegal; or violates the rights of, or harms or threatens the safety of, users of the Site.
Goodpoint reserves the right to suspend or terminate your Account and prevent access to the Site for any reason, at its discretion. Goodpoint reserves the right to refuse to provide the Site to you in the future. Perpetual licenses granted by you to Goodpoint remain in full force and effect.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by Goodpoint or others caused by or arising out of your breach of these Terms and your use of the Site.
X. Goodpoint’s Liability
We are not liable for anything our users do when using the Site. We may also change the Site at any time and are not liable for how this may affect you. We don’t guarantee the quality or accuracy of any content you view using the Site or other websites.
Changes to the Site. Goodpoint may change, suspend, or discontinue any aspect of the Site at any time, including hours of operation or availability of the Site, or any feature, without notice or liability.
User Content. Goodpoint does not control User Content and does not have an obligation to monitor it for any purpose. Goodpoint has no obligation to make User Content available through the Site. Goodpoint may choose, in its sole discretion, to monitor, review, or otherwise access some User Content, but Goodpoint assumes no responsibility for doing so. Goodpoint assumes no responsibility for the conduct of users or other third parties.
Goodpoint reserves the right, in its sole discretion, to remove Your User Content, and Goodpoint does not assume any obligation to remove it. To the fullest extent permitted by law, Goodpoint disclaims any liability for failing to take any such action. To the fullest extent permitted by law, in no event shall Goodpoint be liable for the deletion, loss, or unauthorized modification of any User Content.
Goodpoint is not liable for any User Content that may infringe intellectual property rights or violate other laws. Users are solely responsible for the content, such as images, they include in their user profiles.
User Disputes. Goodpoint is not responsible for any disputes or disagreements between you and any other user. You assume all risk associated with dealing with other users. You agree to resolve disputes directly with the other party. To the fullest extent permitted by law, you release Goodpoint of all claims, demands, and damages in disputes among users of the Site. You also agree not to involve Goodpoint in such disputes. Use caution and common sense when using the Site.
Content Accuracy. To the fullest extent permitted by law, Goodpoint makes no representations about accuracy, reliability, completeness, or timeliness of any contents of the Site, including recommendations made to you based on your user profile. Similarly, to the fullest extent permitted by law, Goodpoint makes no representations about accuracy, reliability, completeness, or timeliness of any data from third-party service provider or the quality or nature of third-party products or services obtained through the Site. Use the Site at your own risk.
Third-Party Websites. The Site may include links to, or the ability to share information with, third party websites and applications (“External Sites”). You are responsible for evaluating whether you want to access or use them. Goodpoint is not responsible for and does not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and Goodpoint disclaims all liability arising from your use of them. Separate log-in credentials may be required in order to access External Sites.
Goodpoint makes no promises and disclaims all liability of specific results from the use of the Site.
Released Parties Defined. “Released Parties” include Goodpoint and its affiliates, officers, employees, agents, partners, and licensors.
A. DISCLAIMER OF WARRANTIES
You use the Site at your own risk. We make no warranties or guarantees.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (i) YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) THE RELEASED PARTIES MAKE NO WARRANTY THAT (a) THE SITE WILL MEET YOUR REQUIREMENTS, (b) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE SITE WILL BE CORRECTED; AND (iii) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you that somehow may be connected to your use of the Site. If you use the Site in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GOODPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SITE; (v) YOUR RELIANCE ON RECOMMENDATIONS MADE BY GOODPOINT; OR (vi) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, GOODPOINT’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR YOUR USE OF GOODPOINT’S CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material you provide to the Site (including any Open Source Content); (ii) your use of or reliance on any Goodpoint Content; or (iii) your breach of these Terms. Goodpoint shall provide notice to you promptly of any such claim, suit, or proceeding.
XI. General Terms
These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Goodpoint submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms. These Terms constitute the entire agreement between you and Goodpoint concerning your use of the Site. The failure of Goodpoint to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. These Terms will inure to the benefit of Goodpoint’s successors and assigns. Goodpoint may assign these Terms, including all its rights hereunder, without restriction. You may not assign these Terms or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without the prior express written consent of Goodpoint.
XII. Arbitration, Class Action Waiver, and Waiver of Jury Trial
We are located in New York, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Site.
Generally. In the interest of resolving disputes between you and Goodpoint in the most expedient and cost effective manner, except as set forth in the “Exceptions” and “Opt-Out” Sections of this Section XII, you and Goodpoint agree that any dispute arising out of or in any way related to these Terms or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than 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 limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GOODPOINT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Notwithstanding the provision directly above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section XII within 30 days after the date that you agree to these Terms by sending a letter to Icarus Lived, Inc, Attention: Legal Department – Arbitration Opt-Out, 667 Madison Ave, 5th Floor, New York, NY 10065, that specifies: your full legal name, the email address associated with your Account on the Site, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Goodpoint receives your Opt-Out Notice, this Section XII will be void and any action arising out of these Terms will be resolved as set forth in Section XI. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Arbitrator. Any arbitration between you and Goodpoint will be settled under the Federal Arbitration 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 filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Goodpoint. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by email (“Notice”). Goodpoint’s address for Notice is: 667 Madison Ave, 5th Floor, New York, NY 10065. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Goodpoint may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Goodpoint must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Goodpoint in settlement of the dispute prior to the award, then Goodpoint will pay you the higher of the following: (i) the amount awarded by the arbitrator; or (ii) $15,000.
Fees. If you commence arbitration in accordance with these Terms, Goodpoint will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule 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 Goodpoint for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND GOODPOINT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Goodpoint agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this provision is found to be unenforceable, if Goodpoint receives an Opt-Out Notice from you, or if the entirety of this Section XII is found to be unenforceable, then the entirety of this Section XII will be null and void and, in that case, the exclusive jurisdiction and venue described in Section XI will govern any action arising out of or related to these Terms.
Modifications to this Arbitration Provision. If Goodpoint makes any future change to this arbitration provision, other than a change to Goodpoint’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to Goodpoint’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Goodpoint.
Contact Information Icarus Lived Inc. 667 Madison Ave, 5th Floor New York, NY 10065