terms of use
Last Modified: 06.20
DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES.
Thank you for using OkaySo! OkaysSo Inc. (hereinafter, “Company”, "we", "our", “us”) is a not-for-profit corporation with a mission to improve the physical and mental health of teenagers and young adults by utilizing technology in innovative ways to increase access to accurate and non-judgmental information and support. These terms of use (the "Agreement") govern access to and use of the services offered from time to time ("Services") of the Company, provided through any software provided to you to access our services, including mobile applications, updates or patches, utilities and tools or APIs and (the "Software") and our website (the “Website” and, collectively with the Software, the "Platform") to you ("User" or "you"), so please carefully read them before using the Platform and Services.
These terms, together with our privacy policy (“Privacy Policy”) as set forth from time to time on our Website and which are hereby incorporated into this Agreement by reference, establish the legal terms and conditions of the agreement between us governing your use and our provision of the Platform and Services.
By using the Platform and Services you agree to be bound by this Agreement. If you are using the Platform and Services on behalf of an organization, you are agreeing to this Agreement for that organization and representing that you have the capacity and authority to bind that organization to this Agreement. In that case, "you" and "your" will refer to that organization.
You may use the Platform and Services only in compliance with this Agreement. You may use the Platform and Services only if you have the power to form a contract with the Company and are not barred from doing so under any applicable constitutions, laws, ordinances, principles of common law, codes, regulations, statutes or treaties and all applicable orders, rulings, instructions, requirements, directives or requests of any courts, regulators or other governmental authorities (“Law”). You may not use the Services if you are under 13 years of age. By agreeing to this Agreement, you are representing to us that you are 13 or older. You may not use the Services unless you are a resident of the United States of America and access the Platform in the United States of America. Without limiting the foregoing, the Services are not available to any person resident in the European Union or any person accessing it under the jurisdiction of the European Union.
1. Definitions. Capitalized terms in this Agreement have the meanings assigned to them in Section 13 or elsewhere in this Agreement, unless the context otherwise requires, which meaning will be equally applicable to both the singular and plural forms of those terms. In this Agreement, unless a clear contrary intention appears (a) “Section” refers to sections of this Agreement; (b) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term, and (c) any provision for Company’s discretion, consent or approval allows Company to exercise its discretion and to grant or withhold its consent or approval in its sole and absolute discretion.
2. Services Provided by Company.
2.1 Services. Subject to the terms of this Agreement, Company may provide the User with access to advice and information on sex, sexual health, relationships and a wide range of life issues provided by fellow users and volunteer advisers. Please keep in mind that the information and advice provided by other users and advisers through the Platform is provided by them, not Company. Information and advice you receive through the Platform should not be considered medical advice, therapy, or mental health counselling. Your use of the Services and Platform does not create or imply a doctor-patient relationship, mental health counselor-patient relationship, or any other sort of confidential relationship. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. We do not provide any representations or warranties with respect to any information or advice you receive through the Platform, including that any particular medication or treatment is safe, appropriate, or effective for you, and we do not recommend or endorse any specific tests, providers, medications, products or procedures. You should never rely on or make health or well-being decisions purely on the basis of information or advice you receive through the Services. Never disregard, avoid, or delay in obtaining medical or mental health advice from your doctor or other qualified healthcare provider because of information or advice you received through the Services.
2.2 Updates. Company reserves the right to change or upgrade any equipment or software that Company uses to provide the Services without notice to User. Company may install security patches, updates, upgrades and service packs with respect to the Platform (“Updates”) as Company determine in its discretion, and Company reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by User. Company will not be responsible or liable for service disruption or changes in functionality or performance due to Updates. Company will not be responsible or liable for issues that may arise from incompatibilities between User's systems or software and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.
2.3 Access Credentials. User is responsible for safeguarding the username, password and other access credentials that User uses to access the Platform and Services (“Access Credentials”) and User agrees not to disclose User's Access Credentials to any third party. User is responsible for any activity using User's Access Credentials, whether or not User authorized that activity. User will immediately notify Company of any unauthorized use of User's account and of any actual or potential disclosure of User's Access Credentials. User acknowledges that if User wishes to protect User's transmission of data or files to Company, it is User's responsibility to use a secure encrypted connection to communicate with the Platform and Services. Company makes no representations or warranties as to the security of any such encrypted connection, however, and User agrees that Company will have no liability if it fails to protect User's transmission.
3. User Obligations. User will use the Services for personal purposes only. User’s receipt of Services is at all times conditioned on User:
(a) providing Company with all information reasonably necessary for Company to provide the Services;
(b) complying with the Specifications at all times and using only the Access Credentials provided by Company;
(c) otherwise performing User’s obligations under this Agreement; and
(d) complying with all applicable Law in the use of the Platform and Services.
4. Suspension of Services. Company may in its discretion immediately suspend any Services and any right to use the Platform at any time in its discretion, including if:
(a) Company believes that User has breached this Agreement;
(b) Company is obligated or believes itself obligated to suspend any Services to comply with an order, instruction, requirement, directive or request of any governmental body;
(c) Company believes, in its reasonable opinion, that continuing to supply the Services to User may cause damage or harm to Company’s relationship with any governmental body, business partner or other third party related to the Services;
(d) applicable Law or a regulatory action or lawsuit prohibits, impairs or makes impractical the provision of the Services;
(e) a third-party supplier on whose services the provision of Services is dependent suspends its provision of those services to Company;
(f) the Services are being used in a manner that Company determines or has been notified may otherwise create liability or may be fraudulent or illegal; or
(g) User or any third party has accessed the Services in violation of Section 3, or there has otherwise been unauthorized use of User’s Access Credentials.
5. Intellectual Property Rights; Data.
5.1 Platform. As between you and Company, Company owns and will retain all right, title and interest in all Intellectual Property Rights embodied or fixed in, or otherwise pertaining to, the Platform. Subject to the terms and conditions of this Agreement, Company hereby grants to User a limited, non-exclusive, non-transferable license to use the Platform and the Specifications only during the Term and only to enable Company to provide User and its Users with the Services. Other than the foregoing grant of rights, Company does not grant, and User does not receive or possess, any right or interest in any of Company’s Intellectual Property Rights, or any other type of right or interest, whether an economic, property or moral rights interest in the Platform. User acknowledges that Company may from time to time upgrade or otherwise change the Platform or the Specifications in its discretion. Company will use commercially reasonable efforts to notify User of any such changes that may affect the Services or the way in which User connects to the Platform. User is responsible for satisfying itself that it can successfully interface with the Platform under the Specifications, and User understands that Company may change those Specifications from time to time and that User may not be aware when changes have been made or are about to be made. User is prohibited from copying or otherwise reproducing or attempting to reproduce the Platform. User agrees not to modify, disassemble, decompile, reverse engineer, or create derivative works of the Platform.
5.2 Data. Subject to the terms and conditions of this Agreement, User hereby grants Company a limited, worldwide, non-exclusive, royalty-free license during the term of this agreement to use, copy, store and transform User Content and User Data, including modifying or editing, combining with other materials, and creating derivative works of the User Content and User Data with other Content and data, solely in order to provide use of the Platform and Services as provided under this Agreement and subject to its terms. As between User and Company, Company agrees that User owns all right, title and interest, including all Intellectual Property Rights, in and to the User Content and User Data, and any changes, modifications or corrections to them. For purposes of this Agreement (a) “User Data” means any data of User processed or stored using the Platform or Services, and (b) “User Content” means any Content provided to Company by or on behalf of User as part of the Services. Company also may aggregate User Data and User Content with that of other users for any purpose, including analyzing and improving Company’s services to all users and we may share that aggregate information publicly, including to show trends about the general use of the Service with the press, in our marketing materials or with our business partners, so long as Company does not in the process disclose to any third parties User Data or User Content in a manner that is readily personally identifiable to User.
5.3 Reservation of Rights. Each party does not grant, and hereby expressly reserves onto itself, all rights not granted in this Agreement.
5.4 Injunctive Relief. User agrees that any breach by User of this Section 5 is likely to cause irreparable injury for which Company would have no adequate remedy at law. Therefore, in the event of such a breach or threatened breach and subject to Section 12.10, Company will be entitled to seek injunctive relief, without limiting any other rights or remedies that may be available to it and User agrees to waive any requirement for the securing or posting of any bond in connection with any Company efforts to seek injunctive relief in accordance with this Section 5.4.
5.5 Software, Utilities and Tools. Services may require or allow User to download Software from Company or its licensors onto User’s smartphone, tablet, computer or other device. Company grants to User a non-exclusive, limited license to use Software solely for the purpose stated by Company at the time the Software is made available to User. If an end user license agreement is provided with the Software, User’s use of the Software is subject to the terms of that license agreement. User may not sub-license, or charge others to use or access Software. User may not translate, reverse-engineer, reverse-compile or decompile, disassemble or make derivative works from Software. User may not modify Software or use it in any way not expressly authorized in writing by Company. User understands that Company’s introduction of various technologies may not be consistent across all platforms and that the performance of Software and related Services may vary depending on User’s computer and other equipment. From time to time, Company may provide User with updates or modifications to Software. User understand that certain updates and modifications may be required in order to continue use the Software and Services.
6. Contributing UGC to Services.
6.1 User Responsibility. Company does not pre-screen all UGC and does not endorse or approve any UGC that User and other users may contribute to Services. User is solely responsible for User’s UGC and may be held liable for UGC that User posts. User bears the entire risk of the completeness, accuracy and/or usefulness of UGC found on Services. While Company does research and verify certain documents of advisers, Company does not guarantee the verification of degrees, qualifications, licensure, certification, credentials, competence, or background of any adviser. Your relationship relating to the information and advice you receive from advisers through the Platform is strictly with the adviser. Company is not involved with the actual substance of that relationship and does not validate or control any of the information or advice you receive through the Platform. You are advised to exercise a high level of care and caution in the use of the Services.
6.2 Intellectual Property Rights. Company respects the Intellectual Property Rights of others. User must have the legal right to Upload UGC through the Services. User may not Upload any UGC on Services that infringes the Intellectual Property Rights or any other rights of a third party nor may User Upload UGC in violation of Law or this Agreement. User may Upload only UGC that User is permitted to Upload by the owner or by Law. Company may, without prior notice to User and in its discretion, remove UGC that Company believes may infringe the Intellectual Property Rights or other rights of a third party.
6.3 Treatment of UGC. Company reserves the right (but has no obligation except as required by Law) to remove, block, edit, move or disable UGC for any reason, including when Company determines that UGC violates the terms of this Agreement. The decision to remove UGC at any time is in Company’s discretion. To the maximum extent permitted by Law, Company does not assume any responsibility or liability for UGC or for removal of, or any failure to or delay in removing, UGC or other content.
6.4 Take Down Procedure. If any person believes that person’s Intellectual Property Rights have been infringed by someone else on the Services, that person may contact Company by e-mailing the following information to support@okayso.co:
(a) a description of the Intellectual Property Rights and an explanation as to how they have been infringed;
(b) a description of where the infringing material is located;
(c) the complaining person’s address, phone number and email address;
(d) a statement by the complaining person, made under penalty of perjury, that (i) the complaining person has a good-faith belief that the disputed use of material in which that person owns Intellectual Property Rights is not authorized, (ii) the information provided is accurate and correct, and (iii) the complaining person is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
(e) a physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right that has allegedly been infringed.
6.5 UGC License Grant. If User uses the Services to transmit UGC to other users of the Services, including advisers, except as expressly communicated by User to the recipient in writing at the time of transmittal, then User grants those recipients the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute the UGC transmitted on or through the relevant Services without further notice, attribution or compensation to User, subject to the recipient’s obligations to the Company and under Law. Company has no liability for User’s or any third party’s violation of this Agreement, including this Section 6 and Sections 7 and 8, or any third party’s violation of Law or of any other agreement between that third party and Company.
7. Rules of Conduct.
7.1 Rules. The Services may include discussion forums, bulletin boards, review services or other forums in which User or third parties, including advisers, may communicate and post messages, materials or other items as part of the Services (“Interactive Areas”). User is solely responsible for User’s use of Interactive Areas and uses them at User’s own risk. User Content submitted to any public area of the Services will be considered non-confidential. User agrees not to Upload any of the following:
(a) any message, data, information, text, music, sound, photos, graphics, code or other Content that is unlawful, libelous, defamatory, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or the like;
(b) Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any Law;
(c) Content that may infringe any Intellectual Property Rights or any other right of any person;
(d) Content that impersonates any person or entity or otherwise misrepresents User’s affiliation with a person or entity;
(e) unsolicited promotions, political campaigning, advertising or solicitations;
(f) private information of any third person, including addresses, phone numbers, email addresses and credit card numbers, unless that third person has expressly consented to that use;
(g) viruses, corrupted data or other harmful, disruptive or destructive files;
(h) Content that is unrelated to the topic of the Interactive Area(s) in which the Content is posted;
(i) commercial or other messages to any third person if those messages are not solicited, authorized or welcomed by the third person; or
(j) Content that, in Company’s discretion, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose Company or its Affiliates or its users to any harm or liability of any type.
7.2 Company Has No Duty to Monitor. Unless otherwise specified, there is no requirement or expectation that Company will monitor or record any online activity on Services, including communications. However, Company reserves the right to access and/or record any online activity on Services and, subject to the terms of this Agreement, including the Privacy Policy, User gives Company User’s express consent to access and record User’s activities.
7.3 Reporting Abuse. If User encounters another user who is violating this Section 7, User will promptly report this activity to Company using the “Help” or “Report Abuse” functions in the relevant Service, if available, or contact Company user support at support@okayso.co.
8. Representations, Warranties and Covenants.
8.1 Authority. User represents, warrants and covenants to Company that User has full power and authority to enter into this Agreement, to carry out User’s obligations under this Agreement and to grant the rights and licenses granted by User to Company pursuant to this Agreement.
8.2 Approval. User warrants to Company that User has and will have at all times during the Term all licenses, approvals, qualifications, permits or certificates required in respect of the delivery of all User Content, User Content and other information provided pursuant to this Agreement.
8.3 Compliance with Law. User represents, warrants and covenants to Company that in connection with all actions under this Agreement, User will comply with all applicable Law, including all Law related to privacy.
8.4 Conflicting Obligations. User represents, and warrants to Company that User has no outstanding agreement or obligation which is in conflict with any of the provisions of this Agreement, or which would preclude User from complying with the provisions hereof, and further agrees that, during the Term, User will not enter into any such conflicting agreement.
8.5 Cooperation. User will provide Company with access to, and use of, all information, data, documentation and other materials reasonably necessary for Company to fulfill its obligations under this Agreement.
8.6 Content Warranties. In respect of any reproduction, adaptation or copy of an artistic work, audiovisual work, motion picture, sound recording, musical work, other copyrightable content, file or other data (each, a “Work”), forming part of User Content received or delivered in connection with the provisions of the Services, User warrants to Company that User has the Intellectual Property Rights, permission or proper authority necessary to allow the Work to be used through the Platform in provision of the Services without infringing the Intellectual Property Rights or other rights of any third party; and, if applicable, User has paid or will pay any royalty, license fees and all other properly imposed fees associated with the Work to a third party having the relevant Intellectual Property Rights.
9. Indemnification. User will defend, indemnify, save, and hold Company and its Affiliates, directors, officers, employees, volunteers, agents, suppliers or licensors harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, costs of investigation, and the amount of any settlements, asserted against Company and them that may arise or result from (a) User's use of the Services or the Platform, (b) User's breach of any representation, warranty or covenant in this Agreement, (c) User's negligence, willful misconduct or violation of applicable Law, (d) any User Content or User Data, including UGC, or (e) any disclosure of personally identifiable information or other confidential information in violation of third-party rights or applicable Law except if solely attributable to a willful violation of applicable Law by Company.
10. Limitations and Disclaimers.
10.1 Limitation of Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, EVEN IF SUCH PARTY WILL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS. EXCEPT FOR CUSTOMER'S OBLIGATIONS UNDER SECTIONS 3(d), 9, 10.3, AND 12.10, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED THE LOWER OF (a) $1,000, AND (b) THE AGGREGATE AMOUNTS PAID OR PAYABLE BY WAY OF FEES, IF ANY, FOR THE 6-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
10.2 Disclaimer of Warranties. ASIDE FROM THE WARRANTIES THAT COMPANY EXPRESSLY SETS FORTH IN WRITING IN THIS AGREEMENT, IT PROVIDES THE PLATFORM AND SERVICES “AS-IS” AND “WITH ALL FAULTS.” EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM AND SERVICES AND CUSTOMER’S USE THEREOF. CUSTOMER WAIVES ANY AND ALL WARRANTIES THAT MAY BE IMPLIED BY LAW, INCLUDING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SERVICES OR PLATFORM, OR THAT USE OF THE SERVICES OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN THE SERVICES OR PLATFORM WILL BE CORRECTED, OR THAT THE SERVICES OR PLATFORM'S FUNCTIONALITY WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER IS RESPONSIBLE FOR AND MUST PROVIDE ALL HARDWARE, SOFTWARE, SERVICES AND OTHER COMPONENTS NECESSARY TO ACCESS AND USE THE SERVICES, OTHER THAN THE PLATFORM. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR ASSURANCES THAT CUSTOMER'S HARDWARE, SOFTWARE AND OTHER SERVICES AND SYSTEMS WILL BE COMPATIBLE WITH THE PLATFORM OR SERVICE. COMPANY WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO CUSTOMER'S COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA, OR OTHER HARM THAT RESULTS FROM CUSTOMER'S ACCESS TO OR USE OF THE SERVICES OR PLATFORM. Some states do not allow the types of disclaimers in this Section 10.2, so they may not apply to you.
10.3 Third-Party Services. Links from the Platform to external websites (including external sites that are framed by the Website) or inclusion of advertisements do not constitute an endorsement by Company of those sites or the content, products, advertising and other materials presented on those sites or of the products and services that are the subject of those advertisements, but are for User's reference and convenience. User accesses those sites or the products and services that are the subject of those advertisements at User's risk. It is User's responsibility to evaluate the content and usefulness of the information obtained from other sites. Company does not control those sites and is not responsible for their content. Company provision of links to third-party sites does not mean that Company endorses any of the material on those sites or has any association with their operators. User further acknowledges that use of any site controlled, owned or operated by third parties is governed by the terms and conditions of use for those sites, and not by this Agreement. Company expressly disclaims any liability derived from the use and/or viewing of links that may appear on the Platform. User agrees to hold Company harmless from any liability that may result from the use of links that may appear on the Platform.
11. Term and Termination. The term of this Agreement (the "Term") will begin on the date you first use the Platform and Services and will continue until it is terminated pursuant to its terms. Either party may terminate this Agreement at any time. Company may terminate this Agreement by notice to User. User may terminate this Agreement by terminating User's account using the process provided on the Platform for terminating a user account. The provisions of Sections 1, 2.3, 3, and 5-13, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, will survive and continue in full force and effect after any termination or expiration of this Agreement. Any license(s) granted to User under this Agreement will automatically terminate on termination or expiration of this Agreement.
12. Miscellaneous.
12.1 Assignment. User will not assign, transfer or delegate its rights or obligations under this Agreement to any third party without Company’s prior written consent. For the purposes of this Agreement, any sale or transfer by User of all or substantially all of its stock or assets or by merger or otherwise by operation of law is considered an assignment, requiring Company’s express written consent. Company may freely assign this Agreement or transfer any of its interest herein, including to any Company Affiliate, to a purchaser of all or substantially all of Company’s assets, and to a successor in interest of Company as part of a corporate reorganization, consolidation or merger. This Agreement and each of the provisions hereof will inure to the benefit of and be binding on each party’s successors, administrators and permitted assigns.
12.2 Severability. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision will be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way.
12.3 Entire Agreement; No Reliance. This Agreement, including the Privacy Policy, constitutes the entire agreement and understanding between the parties with respect to its subject matter, and this Agreement merges and supersedes all prior agreements, discussions and writings with respect to its subject matter. Each party represents that it has not relied on any representations made by the other party or its representatives or on any descriptions, illustrations or specifications contained in any physical or digital text including websites, proposals, catalogues or other publicity material. Each party has relied only on the express terms of this Agreement, and not on any representations of the other party not set forth in this Agreement, nor on any other documents or materials of the other party not expressly made a part of this Agreement.
12.4 Force Majeure. Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, governmental action or failure to act, the act of any civil or military authority, act of God, inability to secure material or transportation facilities, acts or omissions of carriers, power outages, computer failures, or by any other causes beyond its control whether or not similar to the foregoing.
12.5 No Waiver. The waiver, modification, or failure to insist by a party on any of the provisions of this Agreement will not void, waive, nor modify any of the other provisions nor be construed as a waiver or relinquishment of such party’s right to performance in the future of any such provision.
12.6 Relationship of the Parties. The relationship of the parties under this Agreement is one of independent contractors, and no agency, partnership, employment, joint venture or similar relationship is created by this Agreement. Except as specifically authorized, neither party will have any authority to assume or create obligations on the other party's behalf, and neither party will take any action that has the effect of creating the appearance of its having such authority.
12.7 Notices. Any notice required or permitted under this Agreement will be given in writing by personal delivery, by USPS Priority Express Mail, by nationally recognized overnight delivery service (e.g. UPS), or e-mail. Any notice will be deemed received on the earlier of the date of actual delivery or the date on which delivery is refused, regardless of whether the party has vacated the physical address or discontinued the e-mail address. The notice address and e-mail address for User will be the address and e-mail address on record with Company as modified by User through the Platform from time to time. The notice address for Company will be 10 W 135th St Apt 2S, New York NY 10037, and the e-mail address for Company will be legalnotices@okayso.co, as reflected in this Agreement as modified from time to time, pursuant to its terms.
12.8 Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies on any person or entity other than the parties.
12.9 Amendment. Company may revise this Agreement from time to time, and the most current version will always be posted on the Website. If a revision, in Company’s discretion, is material Company may, but has no obligation to, notify User, including by posting it on relevant Company blogs or emailing it to Users. By continuing to access or use the Platform and Services after revisions become effective, User agrees to be bound by the revised terms. If User does not agree to the new terms, User must cease using the Platform and Services and terminate User's account using the process provided on the Platform for terminating a user account.
12.10 Governing Law; Arbitration. This Agreement will be governed by and construed in accordance with, and all disputes between the parties will be governed exclusively by, the domestic internal laws of the State of Delaware, without regard for conflicts of law principles. Binding, confidential arbitration pursuant to this Section 12.10 will be the only remedy for any dispute or claim of any kind, including third-party claims arising under, concerning, or relating to this Agreement, its interpretation, its validity (including any claim that all or any part of this Agreement is void or voidable), its termination, or its subject matter, whether sounding in contract, tort, equity, statutory law, administrative regulation or otherwise (a “Claim”). Any Claim will be resolved in a confidential expedited arbitration administered by the JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect. Any Claim submitted to arbitration will be decided by a single, neutral arbitrator (the “Arbitrator”) mutually agreed by the parties or, if they cannot agree within 15 business days of the commencement of arbitration, in accordance with the Rules. The Arbitrator must be qualified as a Delaware attorney who has at least ten years of prior combined professional experience either as a judge or in private practice as a business or commercial litigator. Any arbitration hearings or conferences pursuant to this Section 12.10 will be conducted exclusively by means of conference telephone or other communications technology, as reasonably determined by the Arbitrator, by means of which all persons participating in those hearings or conferences can hear each other, and neither the Parties, the Arbitrator or any attorneys, witnesses or other representatives of the Parties will be required to be physically present in any particular place for purposes of any hearing or conference. The Arbitrator will have the exclusive power to adjudicate the alleged breach, enforcement, interpretation or validity of this Agreement, including as to the scope or applicability of this arbitration clause. Discovery within the arbitration will be limited as reasonable or necessary by the Arbitrator. If there is more than one Dispute between the parties, all such Disputes may be heard in a single arbitration under this Section 12.10. Except to the extent required by applicable Law that cannot be waived or modified by this Agreement, Disputes under this Agreement may not be consolidated into a single arbitration proceeding with disputes between the Company and other persons, even if those disputes are governed by an arbitration proceeding similar or identical to this Section 12.10 and even those other persons are similarly situated and their disputes are similar or identical in the nature to a Dispute under this Agreement. All JAMS fees and costs will be borne equally by the parties, except that in rendering the award, the Arbitrator will allocate and award an appropriate share of the prevailing party’s reasonable attorneys’ fees and costs, to the losing party. Judgment on any arbitration award may be entered and enforced by any court of competent jurisdiction. EACH PARTY EXPRESSLY AGREES AND UNDERSTANDS THAT BY AGREEING TO ARBITRATION, IT IS WAIVING THE RIGHT TO A JURY TRIAL OR TO A CIVIL ADMINISTRATIVE TRIBUNAL.
13. Definitions. The following terms will be defined as set forth below for purposes of this Agreement:
“Affiliate” means, in respect of a party, any company or other business entity controlled by, controlling, or sharing common control. For the purposes of this definition, “control” will mean the direct or indirect power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of 50% or more of the voting interest, by contract, or otherwise.
“Content” means software, technology, text, forum posts, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, video, code, and all audio visual or other material appearing on or emanating to and/or from Services, as well as the design and appearance of our applications and websites. Content includes UGC.
“Intellectual Property Rights” means all copyrights fixed in any medium now known or hereafter discovered, including copyrights in computer programs, pictorial works, audiovisual works, literary works, musical works, sound recordings, motion pictures and the like; patents, trademarks, trade names, trade secrets, design rights, design models, database rights and topography rights, all rights to bring an action for passing off, rights of privacy or publicity, and any other similar form of intellectual rights in intangible property or proprietary rights, statutory or otherwise, whether registered or not, and whether applied for or not, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or that relate to intangible property, ideas or expression, as they may exist anywhere in the world.
"Specifications" means the documentation and specifications provided by Company to User from time to time (through the Website, the Software or otherwise) with respect to use and integration of the Service and Platform.
“Upload” means to upload to the Platform, transmit, distribute, store, create or otherwise publish through the Service.
“UGC” means Content contributed by users, including users and advisers, to Services or created by users, including users and advisers, through Services.