Terms and Conditions

NameFace Terms and Conditions of Use Updated February 5, 2016 Welcome to our Terms and Conditions of Use. This is important and affects your legal rights, so please read them and our Privacy Policy and other terms referenced in this document carefully. 1 Introduction Thanks for choosing NameFace (“NameFace”, “we”, “us”, “our”). By signing up or otherwise using the NameFace service, websites, and software applications (together, the “NameFace Service” or “Service”), or accessing any content or material that is made available by NameFace through the Service (the “Content”) you are entering into a binding contract with the NameFace entity indicated at the bottom of this document. The NameFace Service also includes the NameFace Support Community as further described in the NameFace Support Community section. The NameFace Service includes social and interactive features. Use of the NameFace Service relies on several technical requirements. Your agreement with us includes these Terms and Conditions of Use (“Terms”) and our Privacy Policy. (The Terms, Privacy Policy, and any additional terms that you agree to, as discussed in the Entire Agreement section, are referred to together as the “Agreements”.) If you wish to review the terms of the Agreements, the effective version of the Agreements can be found on NameFace’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the NameFace Service or consume any Content. Please read the Agreements carefully. They cover important information about NameFace Services provided to you and any charges, taxes, and fees we bill you. The Agreements include information about future changes to the Agreements, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court. Any information that you provided during sign-up can be corrected during the sign-up process by returning to the previous screens and correcting erroneous information. In order to use the NameFace Service, you need to (1) be 18 years of age or older, or be 13 years of age or older and have your parent or guardian’s consent to the Agreements, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in a country where the Service is available. You also promise that any registration information that you submit to NameFace is true, accurate, and complete, and you agree to keep it that way at all times. 2 Changes to the Agreements Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through the Customer Service contact form. 3 Using NameFace Here’s some information about all the ways you can use NameFace. 3.1 Our Services & Paid Subscriptions NameFace provides a variety of Services to its Customers. Customers will have the option to choose different levels of Service. The use of one Service does not necessarily grant the use of all Services offered by NameFace. Services are offered a la carte in order to provide the best tailored Customer experience. NameFace can be used as a time saving solution for photographers to identify celebrities and other individuals in their photographs. NameFace is intended as a tool for identifying "public figures" at events and public places. NameFace does not intend to identify everybody. Certain NameFace Services are provided to you free-of-charge. Other NameFace Services require payment before you can access them. The NameFace services that may be accessed after payment are currently referred to as the “Paid Subscription” The NameFace Service that does not require payment is currently referred to as the “Free Service”. You can learn more about our services by visiting our website. 3.1.1 Naming Tool Feature When a User uses the NameFace feature “Naming Tool” to identify celebrities and other individuals, NameFace DOES NOT retain a license to use that photograph. NameFace is granted a limited use to use the photograph in order to create a biometric “face print” in order to identify the individual in the photograph. NameFace DOES NOT retain a copy of the photograph. 3.1.2 NameFaceID The NameFace feature “NameFaceID” allows a User to register, upload and identify photographs of themselves for inclusion in our database. By uploading these photographs, you agree you are the rights holder to the photograph and consent to NameFace’s use of the photograph, pursuant to the terms of this Agreement along with unlimited consent in perpetuity, or to the extent that the applicable law allows, which will survive this Agreement, to allow NameFace to use its proprietary software to create, manipulate and store a “face print” of the User and use that “face print” pursuant to the terms of the Agreement. 3.2 Codes and other pre-paid offers If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of NameFace for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions. 3.3 Trials From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). NameFace reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law. For some Trials, we’ll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH PAYPAL OR TERMINATE YOUR NAMEFACE ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH PAYPAL OR TERMINATE YOUR NAMEFACE ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, NAMEFACE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. THE LIMITATION SECTION SETS FORTH ADDITIONAL TERMS REGARDING CANCELLATION OF YOUR PAID SUBSCRIPTION. 4 Rights we grant you The NameFace Service is the property of NameFace or NameFace's licensors. We grant you a limited, non-exclusive, revocable license to make use of the NameFace Service (the “License”). This License shall remain in effect until and unless terminated by you or NameFace. You promise and agree that you are using the NameFace Service for your own personal or professional use and that you will not transfer the NameFace Service. All NameFace trademarks, service marks, trade names, logos, domain names, and any other features of the NameFace brand (“NameFace Brand Features”) are the sole property of NameFace or its licensors. The Agreements do not grant you any rights to use any NameFace Brand Features whether for commercial or non-commercial use. You agree to abide by our User guidelines and not to use the NameFace Service in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, NameFace grants no right, title, or interest to you in the NameFace Service. Third party software (for example, open source software libraries) included in the NameFace Service are licensed to you either under the Agreements or under the relevant third party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on our website. 5 Third Party Applications The NameFace Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that NameFace does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications. 6 User-Generated Content NameFace users may post, upload, and/or contribute (“upload”) content to the Service (which may include, for example, pictures, text, messages, information and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content uploaded to the NameFace Support Community as well as any other part of the NameFace Service. You promise that, with respect to any User Content you upload on NameFace, (1) you have the right to upload such User Content, and (2) such User Content, or its use by NameFace as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by NameFace or any entity or individual without express written consent from such individual or entity. NameFace may, but has no obligation to, monitor, review, or edit User Content. In all cases, NameFace reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in NameFace’s sole discretion, violates the Agreements. NameFace may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content. You are solely responsible for all User Content that you upload. NameFace is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST NAMEFACE RELATED TO USER CONTENT THAT YOU UPLOAD, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD NAMEFACE HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM. 7 Rights you grant us In consideration for the rights granted to you under the Agreements, you grant us the right (1) to allow the NameFace Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. If you provide feedback, ideas or suggestions to NameFace in connection with the NameFace Service (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize NameFace to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content. Except for the limited use under Subsection 3.1.1 of these Terms and Conditions of Use, you grant NameFace a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content. 8 User guidelines NameFace respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service. The following is not permitted for any reason whatsoever: copying, redistributing, reproducing, transferring or making available to the public any part of the NameFace Service, or otherwise making any use of the NameFace Service which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the NameFace Service or any part of it; using the NameFace Service to import or copy any local files you do not have the legal right to import or copy in this way; reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the NameFace Service unless permitted by applicable law; circumventing any technology used by NameFace, its licensors, or any third party to protect the Service; selling, renting, sublicensing or leasing of any part of the NameFace Service; circumventing any territorial restrictions applied by NameFace or it licensors; removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the NameFace Service; providing your password to any other person or using any other person’s username and password; “crawling” the NameFace Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from NameFace; or Please respect NameFace and other users of the NameFace Service. Don’t engage in any activity, upload any User Content, or register and/or use a username, which is or includes material that: is offensive, abusive, defamatory, pornographic, threatening, or obscene; is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of NameFace or a third party; includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data; includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service; is intended to or does harass or bully other users; impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading; involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the NameFace inbox; involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by NameFace; links to, references, or otherwise promotes commercial products or services, except as expressly authorized by NameFace; interferes with or in any way disrupts the NameFace Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or NameFace’s computer systems, network, usage rules, or any of NameFace’s security components, authentication measures or any other protection measures applicable to the Service or any part thereof; or conflicts with the Agreements, as determined by NameFace. You acknowledge and agree that uploading any such User Content may result in immediate termination or suspension of your NameFace account. You also agree that NameFace may also reclaim your username for any reason. Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible. 9 Infringement and reporting User Content NameFace respects the rights of intellectual property owners. If you believe that any User Content infringes your intellectual property rights or other rights, see NameFace’s copyright policy. If NameFace is notified by a copyright holder that any User Content infringes a copyright, NameFace may in its absolute discretion take actions without prior notification to the provider of that User Content. If the provider believes that the User Content is not infringing, the provider may submit a counter-notification to NameFace with a request to restore the removed User Content. If you believe that any User Content does not comply with the User guidelines, please fill out our notice form. 10 Service limitations and modifications NameFace will make reasonable efforts to keep the NameFace Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, NameFace reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the NameFace Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the NameFace Service or any function or feature thereof. You understand, agree, and accept that NameFace has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. 11 Customer support For customer support with account-related and payment-related questions (“Customer Support Queries”), please email us at hello@nameface.com. We will use reasonable endeavors to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries. 12 Payments, cancellations, and cooling off When you register for a Paid Subscription, Trial, or Code online, you consent to get access to the NameFace Service immediately. If you reside in a member country of the European Union and register for a Paid Subscription or Code online, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days (the “Cooling-off Period”). Refunds will not, however, be provided if you have accessed NameFace at any time during the Cooling-off Period. Your payment to NameFace will automatically renew when you have exhausted your purchased uses of the Service, unless you cancel your Paid Subscription through PayPal before the end of the current subscription period. The cancellation will take effect after your last purchased use of the Service. Unless you are entitled to a refund before the Cooling Period is over, you shall not receive any refund of any subscription fees paid. You will be entitled to continue to use the Service until your current number of uses are exhausted. If you wish to receive a full refund of all monies paid before the Cooling-off Period is over, you must us at hello@nameface.com. NameFace may change the price for the Paid Subscriptions or Codes from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the NameFace Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the NameFace Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully. 13 Term and termination The Agreements will continue to apply to you until terminated by either you or NameFace. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. NameFace may terminate the Agreements or suspend your access to the NameFace Service at any time, including in the event of your actual or suspected unauthorized use of the NameFace Service or non-compliance with the Agreements. If you or NameFace terminate the Agreements, or if NameFace suspends your access to the NameFace Service, you agree that NameFace shall have no liability or responsibility to you and NameFace will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your NameFace account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time. Sections 6, 7, 8, 10, 13, 14, 15, 16, 17, 18, 19, 20, and 21 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination. 14 Warranty and disclaimer WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE NAMEFACE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE NAMEFACE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NAMEFACE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NAMEFACE MAKES NO WARRANTY THAT THE NAMEFACE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, NAMEFACE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE NAMEFACE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT NAMEFACE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE NAMEFACE SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM NAMEFACE SHALL CREATE ANY WARRANTY ON BEHALF OF NAMEFACE IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW. THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER. 15 Limitation YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE NAMEFACE SERVICE IS TO UNINSTALL ANY NAMEFACE SOFTWARE AND TO STOP USING THE NAMEFACE SERVICE. WHILE NAMEFACE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO NAMEFACE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NAMEFACE, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE NAMEFACE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER NAMEFACE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE NAMEFACE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO NAMEFACE DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW. Nothing in the Agreements removes or limits NameFace’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law. 16 Entire agreement Other than as stated in this section or as explicitly agreed upon in writing between you and NameFace, the Agreements constitute complete and exclusive terms and conditions agreed upon between you and NameFace and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral, express or implied. Please note, however, that other aspects of your use of the NameFace Service may be governed by additional agreements. That could include, for example, access to the NameFace Service as a result of a gift card or free or discounted Trials. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on NameFace’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail. 17 Severability and waiver Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by NameFace or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive NameFace’s or the applicable third party beneficiary’s right to do so. 18 Assignment NameFace may assign the Agreements or any part of them, and NameFace may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party. 19 Indemnification To the fullest extent permitted by applicable law, you agree to indemnify and hold NameFace harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the NameFace Service; and (4) your violation of any law or the rights of a third party. 20 Choice of law, mandatory arbitration and venue 20.1 Governing Law / Jurisdiction The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of New York State in the United States, without regard to choice or conflicts of law principles. You and NameFace hereby submit to the exclusive personal jurisdiction of the Federal and state courts located in that New York County, State of New York, United States to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). 20.2 CLASS ACTION WAIVER WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND NAMEFACE 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 ACTION. Unless both you and NameFace agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. 20.3 ARBITRATION If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 20.3. is enforceable, the following mandatory arbitration provisions apply to you: 20.3.1 Dispute resolution and arbitration You and NameFace agree that any dispute, claim, or controversy between you and NameFace arising in connection with or relating in any way to these Agreements or to your relationship with NameFace as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements. 20.3.2 Exceptions Notwithstanding clause (20.3.1) above, you and NameFace both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court, (2) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims. 20.3.3 Arbitration rules Either you or we may start arbitration proceedings. If you are located in, are based in, have offices in, or do business in the United States, any arbitration between you and NameFace will be finally settled under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by the Agreements. You and NameFace agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. NameFace can also help put you in touch with the AAA. Any arbitration hearings will take place at a location to be agreed upon in New York, New York, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Consumer Rules with the remainder paid by NameFace. 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 such case, you agree to reimburse NameFace 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 shall 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. 20.3.4 Time for filing Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. 20.3.5 Notice; Process A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). NameFace's address for Notice is: NameFace, Attn: General Counsel, 38 West Park Avenue, Suite 300 Long Beach, NY 11561. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or NameFace may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or NameFace shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor NameFace shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator. 20.3.6 Modifications In the event that NameFace makes any future change to this arbitration provision (other than a change to NameFace's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to NameFace's address for Notice, in which case your account with NameFace shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive. 20.3.7 Enforceability If the class action waiver at Section 20.2 is found to be unenforceable in arbitration or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 20.1 shall govern any action arising out of or related to the Agreements. 25 Contact us If you have any questions concerning the NameFace Service or the Agreements, please contact NameFace customer service by emailing us at hello@nameface.com. FOR CALIFORNIA RESIDENTS: If this site charges for services, products, content, or information, pricing information will be posted as part of the ordering process for this site. We maintain specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3. All correspondence should be addressed to our agent for notice at the following address: Notification of Consumer Rights Complaint or Pricing Inquiry: NameFace LLC 38 West Park Avenue Suite 300, Long Beach, NY 11561 You may contact us with complaints and inquiries regarding pricing and we will investigate those matters and respond to the inquiries. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254. Thank you for reading our Terms. 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