This is a legal agreement between you and Tweli, Inc. (collectively, “Tweli” or “we” or “us”). Please review the following Terms of Service (“Terms of Service”) carefully and contact us at firstname.lastname@example.org about anything you do not understand. By accessing or using the www.tweli.com Website or any related application you are signifying your acknowledgement, acceptance and agreement to these Terms of Service. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE WEBSITE NOW AND DO NOT ACCESS OR USE THE TWELI SERVICE. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF SERVICE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SERVICE INCLUDING VISITING WWW.TWELI.COM.
1. User's Acknowledgment and Acceptance of Terms of Service
Tweli provides www.tweli.com (the “Website”) and various related applications, features, content, widgets or services (collectively the “Service”) to you, the user, subject to your compliance with these Terms of Service, as well as any other written agreement between us and you. The Terms of Service applies to all users of the Service, including without limitation users who are visitors, buyers, sellers, curators, creators, contributors of content, information and other materials or services through the Service.
Although we may attempt to notify you when major changes are made to these Terms of Service, you acknowledge and agree that it is your responsibility to review this Website and these Terms of Service from time to time and to familiarize yourself with any modifications. Any modifications will be effective immediately, and will apply to disputes arising under the Terms of Service from the date of posting forward. Your continued use of the Service after a modification has been made to the Terms of Service constitutes your acceptance of such modification.
You may only use the Service for such commercial purposes as allowed by the Terms of Service. You may not use the Service for commercial purposes in any way that is unlawful, or harms Tweli or any other person or entity.
2. Tweli is a Platform
Tweli is a platform that allows users of the Service (“Users”) to post and view certain content, and offer, sell and buy certain goods. Tweli is not the seller of record or otherwise directly involved in the transaction between the buyers and sellers. As a result, Tweli has no control over the quality, safety, morality or legality of any aspect of the content posted by users, items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items.
Tweli neither endorses nor assumes any liability for any material, including without limitation any video, audio, text and pictures, uploaded or submitted by Users. We generally do not pre-screen, monitor, or edit such material posted by Users. However, Tweli has the right at our sole discretion to not accept any Users or allow items for sale, or remove any content or items that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for our Service, or is otherwise harmful, objectionable, or inaccurate. Tweli is not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against Tweli arising out of such removal of content.
3. Registration Data and User Information
In order to access some features of the Service, you need to create a user account by completing our online registration form, which requests certain information and data ("Registration Data"). By registering, you agree that all information provided in the Registration Data is true and accurate; that you will maintain and update this information as required in order to keep it current, complete, and accurate.
For certain aspects of the Service, Tweli has a connection to, association with, or otherwise entered into a contractual relationship with other websites, third party software or services (“Affiliate”). Examples include, but are not limited to, services for processing payments, analyzing or managing data, email delivery or marketing, customer support, fraud prevention and/or identity verification. You may need to grant Tweli and the Service permission to share your Registration Data or User information with such Affiliates.
Tweli cannot guarantee the true identity, age, and nationality of any User. If you have any questions about a particular User, Tweli encourages you to communicate directly with such User or potential transaction partners through the tools available on the Website.
4. Age Restrictions
By using the Service, you represent and warrant that you are 18 years of age or older, can form legally binding contracts under applicable law, and agree to be bound by these Terms of Service. Your registration may be deleted and your access to the Service may be terminated without warning if Tweli believes, in its sole discretion, that you are under the age of 18.
5. User Account
5.1 User Name and Access
If you create an account or user profile, you may be asked to choose a user name and password. You agree that you will not choose a user name which, in the sole discretion of Tweli:
a) infringes the legal rights of others, including, but not limited to, by comprising or being substantially similar to a trademark or service mark;
b) is offensive, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable;
c) in any way infringes these Terms of Service;
d) is otherwise inappropriate; or
e) contains the name Tweli or any confusingly similar names.
You agree that Tweli reserves the right to change, remove, or delete any user name or password at any time and for any reason in Tweli’s sole discretion.
You are entirely responsible for maintaining the confidentiality of your account access credentials and for any and all activities that occur in association with your account or user profile, whether or not authorized by you. You agree to notify Tweli immediately of any unauthorized use of your account, user profile or Affiliate account or any other breach of Tweli’s or an Affiliate’s security and to provide properly documented evidence as requested by Tweli. You may not use anyone else’s user profile at any time and you may not allow anyone else to use your user profile at any time. You agree that Tweli will not be liable for any loss you may incur as a result of someone else using your Tweli user email address, password, user name, account or user profile, your Affiliate account or account information your provided, either with or without your knowledge.
5.2 Suspension and Termination
YOU UNDERSTAND AND AGREE THAT WE may, AT OUR SOLE DISCRETION and at any time, terminate AND/OR suspend your ACCOUNT OR USER PROFILE for ANY REASON OR NO REASON, INCLUDING BUT NOT LIMITED TO FOR violation of these terms of service or VIOLATION OF any other policy related to SERVICE (INCLUDING THE POLICIES OF AFFILIATES ACCESSIBLE BY THE SERVICE), with or without notice to you. IN THE EVENT THAT YOUR ACCOUNT OR USER PROFILE IS TERMINATED, YOU WILL HAVE NO FURTHER ACCESS TO THE SERVICE AND SHALL HAVE NO RIGHT TO ANY REFUND OF ANY MONIES PAID TO TWELI.
5.3 No Right to Ownership
YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR ACCOUNT OR USER PROFILE, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO YOUR ACCOUNT OR USER PROFILE ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF TWELI.
5.4 No Sale or Assignment of Account or User Profile
Tweli does not recognize the transfer of an account or user profile. Therefore, you may not give, purchase, sell, bargain, barter, market, trade, offer for sale, sell, license, assign or otherwise divest your rights, responsibilities or obligations under the terms, either in whole or in part, without the prior written consent of Tweli. Any attempt to do so shall be void and of no effect.
5.5 No Other Use of User Information
As part of offering for, or making a, sale through the Service, you may obtain personal information, including email address and shipping information, from another Tweli User. Without obtaining prior permission from the other user, this personal information shall only be used for the relevant transaction. Tweli has not granted you a license to use the information for unsolicited commercial messages or transactions outside the Service. Without express consent from such User, you are not licensed to add any Tweli User to your email or physical mailing list.
6. Listing and Selling
You warrant that any material you submit to or offer through the Service complies with the Terms of Service or other policy of Tweli or its Affiliate. You also warrant that you have sufficient right, title and interest to legally sell any and all items you offer through the Service. You shall not submit any false or misleading information or description, including by way of example and without limitation, video thumbnails or product prices, of any content you post or items you offer for sale through the Service. Your listings may only include text descriptions, graphics, pictures, video and audio. Additionally, you must accurately and completely describe any and all terms of the offer or sale. These terms may include, for example, shipping, returns, payment and other policies. Sellers must create reasonable terms in good faith and must abide by any published terms. Sellers are responsible for enforcing their own reasonable terms, however, Tweli reserves the right to request that a seller modify any listed terms. All sales are final and if you are acting as a seller you are obligated to make delivery of any items purchased or otherwise complete the transaction with any buyer in a reasonably prompt manner, absent exceptional circumstance.
7. Fees for the Service
Tweli may charge fees for selling items through the Service in accordance with its then current Fee Policy. Tweli's Fee Policy listed on the support section of the Website, which is subject to change, is incorporated into this Agreement by reference. Unless otherwise stated, all fees are quoted in US Dollars. The purchase price for any item you offer through the Service must be an accurate representation of the selling price. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items, but may not charge excessive shipping fees as a means of avoiding payments in accordance with Tweli’s Fee Policy. Users may not use Tweli to direct shoppers to another selling venue, or otherwise promote or advertise such venue, for shoppers to purchase your items on such venues, as this may constitute fee avoidance. This includes posting links/URLs or providing information, such as a phone number, sufficient to locate or access those other venue(s). Tweli may terminate your account and access to the Service if it feels, in its sole discretion, that you are attempting to circumvent the Fee Policy. If Tweli terminates a listing you posted or offered through the Service, or if you close your account, or if any payment due under the Fee Policy cannot be completed for any reason, you remain obligated to pay Tweli any unpaid fees. Moreover, if a buyer returns an item and obtains a refund, or if a seller otherwise terminates offering an item, after Tweli has earned a fee in accordance with its Fee Policy, Tweli shall not be obligated to refund any such fees.
8. Conduct Through the Service
Users can interact with the Services in various ways (including as visitor, member, buyer, seller, curator or creator) and such interactions are subject to these Terms of Service. If you are acting as a buyer you are obligated to deliver appropriate payment for items you purchased, absent exceptional circumstance. Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for your conduct through the Service. You agree that you will not:
8.1 Publish, post, upload, transmit, distribute, disseminate or otherwise make available through the Service any:
· pyramid schemes, chain letters, junk email, spam, or unsolicited messages;
· material that is harmful, abusive, defamatory, libelous, obscene, infringing, embarrassing, unwanted, invasive of another’s right of privacy or publicity, hateful, or racially, ethnically or otherwise offensive, objectionable or otherwise inappropriate as determined by Tweli in its sole discretion;
· material or information that infringes any copyright, trademark, patent, trade secret, privacy, publicity, or other right of others; or
· files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs, cancelbots, corrupted data, or that may in any way damage or interfere with the operation of the Website, Service, other Users’ access to the Website or Service and/or other Users’ computers.
8.2 Defame, abuse, harass, stalk, threaten, bully or otherwise violate the legal rights of others.
8.3 Violate any applicable laws or regulations, or promote or encourage any illegal activity.
8.4 Impersonate another user or create a false identity, including but not limited to identities falsely indicating that the user is another user, a celebrity or other well known person, or a Tweli representative.
8.5 Gain or attempt to gain unauthorized access to the Service, Website, to other users’ account or profile information, or to computer systems and/or networks connected to the Service or Website.
8.6 Make false reports through the Service or to Tweli’s administrators.
8.7 Take any action that imposes or may impose (as determined by Tweli in its sole discretion) an unreasonable or disproportionately large load on Tweli’s (or its Affiliates’ or third party providers’) infrastructure.
8.8 Engage in fraudulent transactions.
9. Intellectual Property Information
“Content” is defined as all digital material including, without limitation information, videos, photos, graphics, music, sounds, text, data, communications, illustrations, documentation, and other material and services that Users can be view on, access through, or contribute to the Service. This includes support forums, message boards, chat, and other original content. Tweli owns all right, title and interest in the Tweli Content it makes available through the Service. Except for any rights specifically enumerated as being licensed to you hereunder, Tweli reserves any and all of its rights to the Tweli Content. You are only permitted to use the Tweli Content as expressly authorized by Tweli or the specific Content provider.
9.2 Specific License and Restrictions
By use of the Service you acknowledge, agree and otherwise consent not to engage in, permit another person or entity to engage, or otherwise be related to or a part of the following restricted activities: (i) market, share, distribute, offer to sell, sell or otherwise make reproductions or copies of the Website or Service or Content in any way inconsistent with the rights of use provided by the license herein; (ii) remove any applicable, relevant identification, copyright, trademark or other notices relating to the intellectual property or other property of Tweli; (iii) attempt to access source or object code of the Website or Service, by methods including reverse engineering or otherwise reducing it to a form readable without the use of a computer, except and unless any applicable statutes or laws specifically prohibit said restrictive language; (iv) amend, change, modify (including the creation of any derivative or other works) the Service; (v) create code, software or other program that incorporates any elements of the Service; (vi) attempt to hack into, compromise or otherwise access the object or source code of the Service for any purposes, personal or commercial; or (vii) interrupt or attempt to interrupt the operation of the Service in any way.
9.3 Your Grant of Rights
If you submit Content to the Service, you acknowledge that you are the owner of any Intellectual Property rights in such Content, or have sufficient rights to submit the Content to the Service without infringing any third-party rights. Tweli does not claim any ownership rights in the Content that you submit or offer through the Service. However, to the extent you submit any Content you acknowledge and agree that you automatically grant (and represent and warrant that you have the right to grant) a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to Tweli to:
· use, reproduce, distribute, remove, and analyze any of your Content as Tweli may deem necessary or desirable for any purpose in connection with the operation of the Service, and
· copy, modify, and reproduce your Content for marketing, promotional and/or other purposes in connection with Tweli or the Service in any media, and
· use, edit, modify, reproduce, distribute, prepare derivative works of, display, post or otherwise make available to any other User in connection with any feature of the Service, and
· delete any or all of your Content from the Service, whether intentionally or unintentionally, for any reason or no reason, without any liability of any kind to you or to any other party, and
· enable Users of the Service to share or post your Content on third party sites, such as, without limitation, on social networking sites.
9.4 Submission of Ideas
To the extent that you submit, via the Website or otherwise, (other than the Content and the tangible items offered for sale) any unsolicited concepts, ideas, or suggestions (collectively, the “Ideas”) for, by way of example and without limitation, any features or functionality for Tweli, you agree that such Ideas are non-confidential and non-proprietary, and Tweli shall not be liable for the disclosure of such Ideas. You hereby grant and agree to grant Tweli, under all of your rights in the Ideas, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable and transferable right and license to incorporate, use, publish and exploit such Ideas for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it on the Service, or any Tweli product or service, without compensation or accounting to you and without further recourse by you.
10. Third Party Websites and Information
The Service may link you to other websites on the Internet or otherwise include references to information, materials and/or services provided by other parties. These other websites and parties are not under Tweli’s control, and you acknowledge that Tweli is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites, nor is Tweli responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by us, or any warranty of any kind, either expressed or implied.
11. Procedure for Alleging Copyright Infringement
Tweli will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“Copyright”) and Tweli’s Copyright Policy, published at www.tweli.com/copyright.
12. Disclaimer of Warranties; Limitation of Liability
Neither Tweli nor its Affiliates, subsidiaries, officers, directors, stockholders, employees, licensors, distributors, sub-licensees, agents or subcontractors (collectively, the “Tweli Parties”) warrant any connection to, transmission over, features or system functionality, or results or use of, any facilities provided or failed to be provided through the Service.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. ALL MATERIALS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
TWELI MAY MAKE CHANGES TO THE SERVICES, AT ANY TIME WITHOUT NOTICE. TWELI MAKES NO COMMITMENT TO UPDATE ITS SERVICES. THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE WEBSITE AND SERVICE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
Through your use of the Service you may have the opportunities to engage in commercial transactions with other Users and Affiliates. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or buyer of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM USERS IS PROVIDED SOLELY BY SUCH USERS, AND NOT BY US.
YOU ACKNOWLEDGE AND AGREE THAT TWELI AND ITS AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT THROUGH THE SERVICE OR ANY RELATED PRODUCTS. YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH TWELI IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT AND USER PROFILE. IN NO CASE SHALL ANY LIABILITY OF TWELI OR ITS AFFILIATES TO YOU EXCEED THE AMOUNT THAT YOU PAID TO TWELI OR ITS AFFILIATES AND/OR DESIGNEES FOR THE APPLICABLE SERVICES OR PRODUCTS GIVING RISE TO ANY SUCH LIABILITY. IN NO EVENT SHALL THE TWELI PARTIES OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE.
FURTHER, TWELI SHALL NOT BE LIABLE IN ANY WAY FOR USERS’ OR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF TWELI AND ITS AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
TWELI AND ITS AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACIES OR COMPLETENESS OF THE CONTENT PROVIDED IN CONNECTION WITH ITEMS OFFERED THROUGH THE SERVICE, AND/OR RELATED INFORMATION PUBLISHED AS PART OF THE SERVICE FOR ANY PURPOSE.
Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at 916.445.1254. California residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
You agree to defend, indemnify, and hold Tweli and its Affiliates harmless from all liabilities, claims, losses, costs and expenses, including attorney's fees, that arise from (a) your use of, or activities in connection with the Service; (b) any violation of these Terms of Service by you or through your account or User profile; or (c) any allegation that any content that you make available via the Service infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party. Tweli reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Tweli in asserting any available defenses.
14. Service Termination, Suspension and Changes
Tweli reserves the right to terminate, suspend, or change any service or feature of the Service at any time, for any reason or no reason, with or without notice to you. You agree that Tweli shall not be liable for any loss or damage caused, directly or indirectly, by any such termination, suspension, or change.
15. International Use
Although the Service may be accessible worldwide, we make no representation that materials on the Service are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
16. Termination and Survivability of Terms
The Terms of Service set forth herein continue to remain in full force and effect until such time as terminated by either party. You retain full discretion to end or terminate your account or user profile and discontinue use of the Service at any time, pursuant to the terms of this Terms of Service. The provisions of Sections 1 through 4, 5.3, 5.4, 5.5, 6 through 13, 15, 16, and 18 through 24 shall survive any termination of this Terms of Service.
Tweli may assign these Terms of Service, in whole or in part, at any time. Notwithstanding, you may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Service without Tweli’s express prior written consent.
18. Governing Law
The Service (excluding any linked websites) is governed by the laws of theUnited States of America. You agree that if you choose to access the Service from outside of the United States, other laws may apply and those laws shall affect this Terms of Service only to the extent required by such jurisdiction. To the extent not covered by the Dispute Resolution provisions below any disputes between you and Tweli shall be subject to the exclusive personal jurisdiction and venue of any court of competent jurisdiction where Tweli is headquartered. However, the choice of law applicable to any disputes or arbitrations shall be Delaware, Tweli’s place of incorporation.
19. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and Service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make through the Service.
20. Dispute Resolution
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings. You and Tweli agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
You hereby specifically acknowledge, agree and consent that you waive your right to a trial, by jury or otherwise, and that you agree that any suit, action, proceeding, dispute, controversy or claim (“Dispute”) arising out of or relating to this Terms of Service or any of the transactions contemplated herein or related to the Service or any contests or services thereon will be dealt with in accordance with the following procedures. All parties shall first attempt to negotiate all Disputes informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations shall commence following the receipt of a notice in writing by one of the parties sent to the other. Tweli will send its notice to your billing address, if provided, and email you a copy to the email address you have provided to us. You may send any notice to Tweli to the addresses listed below.
If the Dispute is not resolved through informal negotiations the Dispute shall be finally and exclusively resolved by binding arbitration before a sole arbitrator. If you are a resident of the United States, any arbitration will take place at any reasonable location within the United States convenient for you or anywhere Tweli is headquartered. For residents outside the United States, any arbitration shall be initiated in the State where Tweli is headquartered using the English language in accordance with the Commercial Arbitration Rules and Procedures of the American Arbitration Association (“AAA”) then in effect, by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by an arbitrator rather than a court. The prevailing party in any arbitration or other proceeding arising under these Terms of Service shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
The parties agree that any arbitration shall be limited to the Dispute between you and Tweli individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
If you have a dispute with another User of the Service, you release Tweli (and Tweli's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Tweli, at its sole discretion, may try to help resolve disputes between Users, however it has no obligation to do so.
All notices to a party shall be in writing and shall be made either via email or conventional mail. The parties agree that all correspondence relating to this Agreement shall be written in the English language. Notices to us must be sent to the attention of Customer Service at email@example.com, if by email, or to Tweli at the address below if by conventional mail. Notices to you may be sent to the email or mailing address supplied by you as part of your account or user profile, if any. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
22. Entire Agreement
These Terms of Service constitute the entire agreement and understanding between Tweli concerning the subject matter of the Terms of Service and supersedes all prior agreements and understandings of the parties with respect to that subject matter. These Terms of Service may not be altered, supplemented, or amended by the use of any other document(s), unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with the Service is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence.
If any part of these Terms of Service is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.
Nothing contained in these Terms of Service is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by Tweli with respect to such use. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
Effective Date: September 13, 2012