Last Updated: 2021/05/24
Welcome, and thank you for your interest in Yuzu Labs Public Benefit Corporation ("Yuzu Labs," "StudyPages," "we," or "us") and our websites at studypages.com and yuzulabs.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the "Service"). These Terms of Service are a legally binding contract between you and StudyPages regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
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 YUZU LABS ARE EACH WAIVING 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 under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 18.)
StudyPages Service Overview. StudyPages is a Software-as-a-Service, web-based clinical research recruitment and engagement platform that boosts the ability of a clinical study team, health care provider, investigator, or researcher (each, a "Study Team") user of the Service to recruit online and manage patient enrollment in clinical studies. StudyPages' recruitment solutions leverage the StudyPages platform combined with consulting, strategy, advertising campaigns, and custom integration with existing software and applications to recruit and retain patients in trials. StudyPages also offers patient users of the Service the ability to identify clinical studies for which a patient user may be eligible based on a patient user's interests and/or medical and health background.
Not Medical Advice; No Endorsement.
2.1 The Service and all materials and content provided by Yuzu Labs are not medical advice, diagnosis, opinions, or treatment of any medical condition or health problem, or an endorsement, representation, or warranty that any particular medication or treatment is safe, appropriate, or effective for you. Always consult a physician or other healthcare provider for medical care and advice. Your use of the Service does not create any express or implied medical relationship between you and Yuzu Labs. By using the Service, you expressly release Yuzu Labs from any and all liability arising from any interactions or communications with another user of the Service, including Study Team-patient relationships.
2.2 The inclusion of Study Teams on StudyPages does not imply Yuzu Labs's recommendation or endorsement of such Study Team nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any Study Team. While Yuzu Labs requires a Study Team to provide certain information to demonstrate the Study Team's qualifications, Yuzu Labs has not independently verified the credentials or qualifications of any Study Team using the StudyPages platform. YUZU LABS SHALL IN NO EVENT BE LIABLE TO YOU OR TO ANYONE FOR ANY DECISION MADE OR ACTION TAKEN BY ANY PARTY (INCLUDING, WITHOUT LIMITATION, ANY USER) IN RELIANCE ON INFORMATION ABOUT STUDY TEAMS ON YUZU LABS.
Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 18 years old; (2) you have not previously been suspended or removed from the Service; and (3) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms (in which event, "you" and "your" will refer to that organization), unless that organization has a separate paid contract in effect with Yuzu Labs governing use of the Service, in which event, the terms of that contract will govern your use of the Service.
Accounts and Registration. To access certain features of the Service regarding your potential interest or eligibility to participate in studies and to be notified about future research opportunities, you may be asked to provide certain information, such as your name, email address, phone number, personal interests, and certain health or demographic information. To access many features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at email@example.com.
General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
5.1 Price. Yuzu Labs reserves the right to determine pricing for the Service. Yuzu Labs will make reasonable efforts to keep any pricing information published on the website up to date or available upon request by contacting Yuzu Labs at firstname.lastname@example.org. We encourage you to contact Yuzu Labs at email@example.com for current pricing information. Yuzu Labs may change the fees for any feature of the Service, including additional fees or charges, if Yuzu Labs gives you advance notice of changes before they apply. Yuzu Labs, at its sole discretion, may make promotional offers with different features and different pricing to any of Yuzu Labs' customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
5.2 Authorization. If you sign up for the Subscription Service or Additional Services (both as defined below), you authorize Yuzu Labs and its third-party processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Yuzu Labs, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Yuzu Labs or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
5.3 Subscription Service. The Service may include automatically recurring payments for periodic charges ("Subscription Service"). If you activate a Subscription Service, you authorize Yuzu Labs or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. For information on the "Subscription Fee," please contact us at firstname.lastname@example.org. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Yuzu Labs or its third-party payment processor will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by contacting us at email@example.com.
5.4 Enterprise Services. Yuzu Labs may make certain additional features and professional services available to Study Teams and other organizational and enterprise users of the Service, which additional services may include, but are not limited to, StudyPages modules and functionality, consulting services, analytics and data services, outreach campaign services, advertisement packages, and targeted recruitment plans (collectively, "Additional Services"). For information on the Additional Services, please contact Yuzu Labs at firstname.lastname@example.org. Yuzu Labs may invoice a Study Team or other organizational or enterprise user for such user's use of the Service and the Additional Services at prices agreed to in advance by Yuzu Labs and such user, and such enterprise offering of the Service and the Additional Services may be subject to a separate paid contract or contracts between Yuzu Labs and such Study Team or other organizational or enterprise user. Subject to Section 5.2, Yuzu Labs may permit certain fees for Additional Services to be paid with a credit card, and in such event, you agree that Yuzu Labs may bill you the applicable convenience charge, which such convenience charge to be communicated to you at the point of sale.
5.5 Delinquent Accounts. Yuzu Labs may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Yuzu Labs grants you, solely for your personal use or for your employer's internal research and business purposes, as applicable, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, including the right to install and use a reasonable number of object code copies of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that, as applicable, either you own or control, or your employer owns or controls.
6.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not, and may not attempt to: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, or attempt to derive the source code of the Service; (e) sell, resell, license, rent, lease, timeshare, or act as a service bureau or provide subscription services for the Service or any part thereof (including any search results obtained through use of the Service); or (f) make any other use of the Service, Materials (defined below), or any other content provided by Yuzu Labs or its users on or through the Service, including any data concerning other users of the Service, except as expressly authorized by Yuzu Labs in these Terms. If you are prohibited under applicable law from using the Service, you may not use it.
6.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Yuzu Labs an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
Ownership; Proprietary Rights. The Service is owned and operated by Yuzu Labs. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by Yuzu Labs are protected by intellectual property and other laws. All Materials included in the Service are the property of Yuzu Labs or its third-party licensors. Except as expressly authorized by Yuzu Labs, you may not make use of the Materials. Yuzu Labs reserves all rights to the Materials not granted expressly in these Terms.
8.1 Third-Party Services and Linked Websites. Yuzu Labs may provide tools through the Service that enable you to export information, including User Content (defined below), to third-party services, including through features that allow you to link your account on StudyPages with an account on the third-party service, such as Facebook, Instagram, LinkedIn, or Twitter, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools, you agree that Yuzu Labs may transfer that information to the applicable third-party service. Third-party services are not under Yuzu Labs' control, and, to the fullest extent permitted by law, Yuzu Labs is not responsible for any third-party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Yuzu Labs' control, and Yuzu Labs is not responsible for their content.
8.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
9.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works ("User Content") and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
9.2 Limited License Grant to Yuzu Labs. By providing User Content to or via the Service, you grant Yuzu Labs a worldwide, non-exclusive, irrevocable (for purposes of offering the Service), royalty-free, fully paid right and license (with the right to sublicense, through multiple tiers) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
9.3 Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
9.4 User Content Representations and Warranties. Yuzu Labs disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
- you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Yuzu Labs and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Yuzu Labs, the Service, and these Terms; for clarity, to the extent you are a Study Team posting User Content related to a patient, you must have obtained written consent from that patient to post such content on the Service;
your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Yuzu Labs to violate any law or regulation; and
your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
9.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Yuzu Labs may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Yuzu Labs with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Yuzu Labs does not permit copyright-infringing activities on the Service.
10.1 Text Messaging. StudyPages and those acting on StudyPages' behalf or a Study Team may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. You may opt out of receiving marketing and/or operational text messages at any time by sending an email to email@example.com indicating that you no longer wish to receive such texts along with the phone number of the mobile device receiving the texts or by texting the word "STOP" from the mobile device receiving the messages. You may continue to receive text messages for a short period while Yuzu Labs processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality that the Service provides to you. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
10.2 Push Notifications. When you use the non-native web app version of the Service or, if we choose to make a native app version of the Service available to you and you install our app on your mobile device, you agree to receive push notifications, which are messages sent to you from your browser or that an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your browser or mobile device's "settings" page, as applicable.
10.3 Email. We may send you emails concerning our products and services, as well as those of third parties, including, but not limited to, information regarding any Study Team that has made unsuccessful attempts to contact you and clinical research study information based on the Data (as defined below) you provide to us. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
11.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
11.2 harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
11.3 violate another individual's privacy;
11.4 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
11.5 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
11.6 interfere with the operation of the Service or any user's enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
11.7 attempt to access or search the Service or content available on the Service or download content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools and the like) other than the software and/or search agents provided by Yuzu Labs or other generally available third-party web browsers;
11.8 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth, educational or professional credentials, or medical records;
11.9 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or
11.10 attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.
Copyright and Intellectual Property Protection
12.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Yuzu Labs Public Benefit Corporation
Attn: Legal Department (Copyright Notification)
2673 Suisun Ave., San Jose, CA 95121
12.2 Content of Notification. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
12.3 Repeat Infringers. Yuzu Labs will promptly terminate the accounts of users that are determined by Yuzu Labs to be "repeat infringers." A repeat infringer is a user who has been notified of infringing activity more than twice or has had User Content removed from the Service more than twice.
Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days' notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon the earliest of your receipt of notice or acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Term, Termination and Modification of the Service
Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.
Termination. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. In addition, Yuzu Labs may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at firstname.lastname@example.org.
Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Yuzu Labs any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3, 7, 9.2, 14.3, 15, 16, 17, 18 and 19 will survive.
Modification of the Service. Yuzu Labs reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Yuzu Labs will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Yuzu Labs, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Yuzu Labs Entities") from and against every 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, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (4) the nature or content of Data processed by the Service; or (5) any dispute or issue between you 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 by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. YUZU LABS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. YUZU LABS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND YUZU LABS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR YUZU LABS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE YUZU LABS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND 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, USE OR DISCLOSURE OF DATA, INCLUDING USER CONTENT. YUZU LABS IS NOT RESPONSIBLE FOR THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE MATERIALS DISPLAYED ON THE SERVICE.
YUZU LABS DOES NOT AND WILL NOT PROVIDE OR OFFER MEDICAL ADVICE THROUGH THE SERVICE. YUZU LABS DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC CLINICAL RESEARCH STUDY, STUDY TEAM, USER CONTENT, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SERVICE. YUZU LABS IS NOT RESPONSIBLE FOR VERIFYING AND DOES NOT VERIFY THE MEDICAL CREDENTIALS PROVIDED BY ANY STUDY TEAM WHO USE THE SERVICE.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Yuzu Labs does not disclaim any warranty or other right that Yuzu Labs is prohibited from disclaiming under applicable law.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE YUZU LABS ENTITIES BE 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 OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON OR AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY YUZU LABS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 18.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE YUZU LABS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO YUZU LABS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (2) \$100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution and Arbitration
Generally. In the interest of resolving disputes between you and Yuzu Labs in the most expedient and cost effective manner, and except as described in Section 18.2 and 18.3, you and Yuzu Labs agree that every dispute arising in connection with these Terms 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 relating to any aspect of these Terms, 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 YUZU LABS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Despite the provisions of Section 18.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) 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 18 within 30 days after the date that you agree to these Terms by sending a letter to Yuzu Labs Public Benefit Corporation, Attention: Legal Department -- Arbitration Opt-Out, 2673 Suisun Ave., San Jose, CA 95121 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Yuzu Labs receives your Opt-Out Notice, this Section 18 will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Arbitrator. Any arbitration between you and Yuzu Labs 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 Yuzu Labs. 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 electronic mail ("Notice of Arbitration"). Yuzu Labs' address for Notice is: Yuzu Labs Public Benefit Corporation, 2673 Suisun Ave., San Jose, CA 95121. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) 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 of Arbitration is received, you or Yuzu Labs may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Yuzu Labs 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 Yuzu Labs in settlement of the dispute prior to the award, Yuzu Labs will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) US$10,000.
Fees. If you commence arbitration in accordance with these Terms, Yuzu Labs will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, 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 Santa Clara County, California, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) 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 Yuzu Labs 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. 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 YUZU LABS 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 Yuzu Labs 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.
Modifications to this Arbitration Provision. If Yuzu Labs makes any future change to this arbitration provision, other than a change to Yuzu Labs' address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Yuzu Labs' address for Notice of Arbitration, in which case your account with StudyPages will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability. If Section 18.7 or the entirety of this Section 18 is found to be unenforceable, or if Yuzu Labs 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 venue described in Section 20.2 will govern any action arising out of or related to these Terms.
Privacy and Information Security
Compliance. You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you and (b) for complying with any privacy and data protection laws and regulations applicable to Data or your use of the Services. You represent and warrant that you have obtained and will maintain all rights, consents, and authorizations required to grant StudyPages the rights and licenses set forth in Section 19 and to enable StudyPages to exercise its rights under the same without violation or infringement of the rights of any third party.
Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Yuzu Labs submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Contact Information. The Service is offered by Yuzu Labs Public Benefit Corporation, located at 2673 Suisun Ave., San Jose, CA 95121. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
Notice to California Residents. If you are a California resident, 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 in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
International Use. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.