Terms & Conditions
Age restriction: The Asante platform is not intended for individuals under the age of 16. Additional restrictions apply for use and/or access of the platform for paid services.
By registering for, accessing, browsing, downloading or otherwise using the Asante platform in any manner, you (a) acknowledge that you have read and understood these terms; (b) agree to be bound by and comply with these terms (your “acceptance”); (c) represent that you are either eighteen (18) years of age or older or you are sixteen (16) years of age or older and have all necessary consents (e.g. parental consents) in full compliance with the applicable laws to use the asante platform, including for purposes of data protection laws. If you do not so acknowledge, agree, and represent, you may not download, access or otherwise use the asante platform.
UNITED STATES USERS ONLY – WE PROVIDE THE ASANTE PLATFORM FOR USE ONLY BY PERSONS LOCATED IN THE UNITED STATES. WE MAKE NO CLAIMS THAT THE ASANTE PLATFORM OR ANY OF ITS CONTENT, FUNCTIONALITIES OR SERVICES ARE AVAILABLE, ACCESSIBLE, OR APPROPRIATE OUTSIDE OF THE UNITED STATES. THE DOWNLOADING, ACCESS TO OR ANY OTHER USE OF THE ASANTE PLATFORM MAY NOT BE LEGAL BY CERTAIN PERSONS OR IN CERTAIN COUNTRIES. IF YOU ACCESS THE ASANTE PLATFORM FROM OUTSIDE THE UNITED STATES, YOU DO SO ON YOUR OWN INITIATIVE AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS.
1. Scope of Service
1.1. The Asante Platform is a software that enables registered Account users (“Users”) to utilize its available functionalities in order to express their gratitude (”Benefactors”) towards other users for the effort they put in making society a better place (“Impactful Personas”) through a Virtual Card with a message of gratitude or appreciation (“TCard”). Each User may qualify to be a Benefactor or an Impactful Persona, or both.
1.2. A User may be invited by another User to join the Asante Platform via text message. Such text messages are sent by the User directly and in their personal capacity only. No User may send invitations via text messages on behalf of the Company. The sending User is solely responsible for the sending of such text message.
1.3. The TCard is a social messaging framework which embeds gratitude and appreciation messages (“User Content”) and certain digital assets (“Tcredits”) as tokens of appreciation that encourage community service.
1.4. The Company is a mere platform provider. Except as expressly specified in these Terms: (a) the Company does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any User Content and does not participate in any communications between Users, (b) Users alone are responsible for their User Content and TCards, (c) the Company is not and does not become a party to or other participant in any contractual relationship between Users, nor is the Company an insurer, and (d) Company is not acting on behalf of or as an agent or representative in any capacity for any User.
1.5. You acknowledge and agree that the Company has no control over and does not guarantee (a) the existence, quality, accuracy, suitability, or legality of any User Content; or (b) the performance or conduct of any User or third party. The Company does not endorse any User or User Content. You should always exercise due diligence and care when deciding whether to communicate or enter into any kind of relationship with other Users or potential Users.
1.6. If you choose to download, access, or otherwise use the Asante Platform, your relationship with Company is limited to being an independent, third-party, and not an employee, agent, joint venturer or partner of Company for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Company. You have no authority to act on behalf of the Company under any circumstances.
1.8. Due to the nature of the Internet, the Company cannot guarantee the continuous and uninterrupted availability and accessibility of the Asante Platform. The Company may restrict the availability of the Asante Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of Company’s servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Asante Platform. Company may improve, enhance and modify the Asante Platform and introduce new services from time to time.
1.9. Paid Features.
1.9.1. Use of the Asante Platform is generally free of charge. Sending TCards are subject to fees per Section 4 (TCard Fees). In addition, the Company reserves the right to charge fees from Users for the use of Asante Platform at any time by changing these Terms. Further, the Company may provide additional functionality of Asante Platform to Users for a fee (“Paid Features”). In such a case, the fee for the access to such Paid Features may differ based on the options that a User chooses within the interface of Asante Platform and the available functionality of the Paid Features. You may make payments and access such Paid Features by following the directions on the Asante Platform. The fees for the Paid Features are paid through a third party vendor and will include applicable taxes, fees, levies or duties imposed by government authorities and any other charges.
1.9.2. The provision of the right to use and the access to the Paid Features are subject to the payment of applicable fees by a User. The Paid Features are provided to a User immediately after receipt of the payment.
1.9.3. If you purchase a Paid Feature, you agree to pay the then-current applicable fee listed on the Site for that service (each, a “Registration Fee”) and the Company will bill the credit card or any other Company-authorized payment method you submit in purchasing the Paid Features. You hereby authorize the Company to bill your credit card or financial account (e.g., PayPal, Stripe, etc.), as applicable, for the Paid Features for which you select to pay the Registration Fee. If any Registration Fee cannot be charged for any reason to your credit card or any other Company-authorized payment method you choose to use, the Company may provide you, via email, notice of such non-payment and a link for you to update your payment information. You will not be able to access the Paid Features until payment is made. Registration Fees may be refundable in accordance with the Company’s refund policy which is as follows: you are entitled to a refund of any Registration Fee for any unused Paid Features or unused subscription period, unless the basis for the refund is that (1) you cancelled your Account; or (2) we cancelled your Account because you violated these Terms.
2. Eligibility Criteria
2.1. The Company may make the downloading, access to and use of the Asante Platform, or certain areas or features of the Asante Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria.
2.2. The use of Asante Platform has the following age restrictions:
2.2.1. You need to be at least sixteen (16) years of age or older to use and/or access the free portions of Asante Platform.
2.2.2. For the use of any Paid Features or any other functionality that requires payment by any means, including by bank account, credit card, debit card or through any other type of financial account using any payment method or giving of value possible (collectively “Payment Account”) you must:
22.214.171.124. Be over the age of 18; or
126.96.36.199. Be over the age of 16 and obtain the direct authorization of the account holder to make any transaction from a Payment Account on Asante Platform. The Company must directly receive this authorization from the Payment Account owner and may in its sole and absolute discretion require any additional identity and age verification procedure it deems appropriate for the Payment Account.
2.3. The Company does not assume any responsibility for the confirmation of any User identity. For transparency and fraud prevention purposes, in its sole discretion and without having any obligation to do so, the Company may (i) require Users to provide a form of government identification or other identifying information or (ii) undertake additional checks designed to help verify Users’ identities or backgrounds as permitted by law
3.1. You must register an account (“Account”) to access and use certain features of the Asante Platform.
3.2. In order to open an Account, the registration process will require you to provide the Company with certain information about you, such as name, telephone number, email address, and other identifying information, as well as login information such as a password or other authentication information (collectively, “Registration Data”).
3.3. While the Company uses reasonable security precautions, you are solely responsible for maintaining the confidentiality of your Account and password, for restricting access to your computer and for all activities that occur under your Account or password. You agree to provide the Company at registration, and at all other times, Registration Data that is true, accurate, current, and complete, and to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
3.4. You agree not to create or access an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. You agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You agree not to create an Account or use the Asante Platform if we have previously terminated your Account or otherwise removed or banned you from the Asante Platform (this does not apply when you merely deactivated or closed your Account). We have the right to terminate any Account and to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
3.5. If you have reason to believe that your Account is no longer secure (e.g., in the event of a loss, theft, or unauthorized access to or disclosure of or use of your Account or Account login credentials, including your password), then you must immediately notify the Company by email at email@example.com
4. Agency Agreement and Fees
A Benefactor may express his/her gratitude towards an Impactful Persona via the Asante Platform by sending one or more TCards with Tcredits attacheds from the Benefactor’s Account to that Impactful Persona by following the functionalities and instruction on the Asante Platform. That Impactful Persona may receive in his or her Account the TCard(s) and Tcredit(s) through the Asante Platform only.
4.1. The sending of TCards / Tcredits shall be subject to the following ASANTe and Payment Processor Fees:
Create an accountFree
Sending and Receiving TCards with Tcredits attachedFree
* Sending and Redeeming Fee doesn’t include payment processor fee (see Stripe fees below).
**Redeeming Tcredits is available upon meeting a minimum of 100Tcredits in the ASANTe user account.
Payment ProcessorPayment Processor Fee
Stripe (USD)2.9% + $0.30 per transaction
4.2. All fees shall be paid by the Benefactor to the Company. Except as otherwise provided herein or on the Asante Platform, all fees are non-refundable.
4.3. The Company reserves the right to change the fees at any time.
4.4. The Company is not responsible for any tax, duties, or other charges or fiscal obligations imposed or assessed by any government authority that may arise out of the use of the Asante Platform by any Benefactor, Impactful Persona, or any other User.
5.1. Users Content: Users are solely responsible for the User Content and the consequences of publishing or transmitting it; Users will pay all royalties and other amounts owed to any person or entity based on their Content, or on the Asante Platform’s hosting of that Content. By uploading/ publishing / making available your User Content on the Asante Platform and/or using Asante Platform in connection with your User Content, you represent and warrant that: (1) you are the creator and owner of your User Content or otherwise have sufficient rights to use the User Content, to grant the rights granted herein, and to authorize the Company to use the User Content in the manner contemplated by these Terms; (2) your user Content does not and will not (a) violate any applicable law, rule or regulation or (b) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (c) slander, defame, or libel any other person or (d) promote violence, the use of firearms, or unlawful subject matter or activities or (e) be defamatory, libelous, deceptive, pornographic or sexually explicit; (3) your User Content does not contain any viruses, adware, spyware, worms, malware, or other harmful or malicious code. Company reserves all rights and remedies against any Users who breach these representations and warranties.
5.2. Limitation of liability for User Content: The Company takes no responsibility and assumes no liability for any User Content posted, stored, transmitted, or uploaded by you for any loss or damage thereto, nor is the Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity in connection with your User Content. Your use of the Asante Platform is at your own risk. Enforcement of the User Content or conduct rules set forth in these Terms are solely at the Company’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Asante Platform will not contain any content that is prohibited by such rules in other instances. The Company does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Company expressly disclaims any and all liability in connection with the User Content. The Company reserves the right, and has absolute discretion, to remove, screen, or edit any User Content posted or stored on the Asante Platform at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Asante Platform at your sole cost and expense. Any use of the interactive areas or other portions of the Asante Platform in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use Asante Platform. At all times the Company reserves the right to delete or block any User Content in case of any breach or alleged breach of these Terms.
5.3. License to use User Content: If you distribute or make available any User Content through the Asante Platform, you hereby grant to Company a worldwide, non-exclusive, royalty-free, perpetual, transferable and fully sublicensable right to use, host, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit your User Content, in any form, format, media or media channels now known or later developed or discovered. You grant the Company and our sublicensees the right to use the name that you submit in connection with that content, if the Company or its sublicensees so choose. This clause shall survive the termination of the Terms on any reason except for the cases when it is prohibited by applicable law.
6. Intellectual Property
6.1. Asante Platform’s services, are legally protected in a number of ways, including pursuant to copyright, trademark, service marks, patent, trade secrets, and other U.S. and international intellectual-property laws (“Asante Intellectual Property”). You acknowledge that the Company owns or licenses all of the Asante Intellectual Property and the Company owns all right title and interest in and to the Asante Platform and all related services, unless otherwise expressly stated in these Terms.
6.2. The Company reserves all rights in and to the Asante Intellectual Property and you agree to respect all copyright and other legal notices, information, and restrictions contained in any Asante Platform content, services, or marks accessed through the platform.
6.3. The Company hereby grants you for the duration of these Terms a personal, limited, non-exclusive, non-transferable, freely revocable, free of charge or for the applicable fees based on your elected level of service, right to access and use the Asante Platform within its purposes and functionality contemplated by these Terms.
6.4. Except and solely to the extent such a restriction is impermissible under applicable law, and in addition to the provisions of Section 7.1 (Code of Conduct), you may not: (a) reproduce, distribute, publicly display, or publicly perform, any part of the Asante Platform and its related services; (b) make modifications to, reverse engineer, or disassemble the Asante Platform and its related services; (c) decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Asante Platform, attempt to recreate the Asante Platform or use the Asante Platform for any competitive purpose or (d) interfere with or circumvent any feature of the Asante Platform, including any security or access control mechanism. If you are prohibited under any applicable law from using the Asante Platform, you may not use it. You may not use the Asante Platform on behalf of any third party, or in a service bureau or similar capacity.
7. Code of Conduct
7.1. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Asante Platform. Don’t do any of these things on our platform:
Don’t upload sensitive information about anyone. The Asante Platform is a social platform and is not designed for the storage or exchange of sensitive information. Do not upload sensitive information about you or others on the Asante Platform, and do not include such information in your communications with us (unless required by law). Sensitive information could include information that an individual would typically consider as sensitive and requiring a higher level of confidentiality, including, for example: (1) social security, driver’s license, state identification card, or passport numbers; (2) account log-in, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (3) geolocation data; (4) racial or ethnic origin, political opinions, religious or philosophical beliefs, or union membership; (5) contents of a person’s mail, email and text messages, unless we are the intended recipient of the communication; (6) genetic data; (7) biometric information; (8) health information; (9) sex life or sexual orientation.
Don’t break the law.Don’t take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.
Don’t lie to people.Don’t post information you know is false, misleading, or inaccurate. Don’t do anything deceptive or fraudulent.
Don’t offer prohibited items.Don’t offer any rewards that are illegal or violate any of Asante Platform policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.
Don’t victimize anyone.Don’t do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, or invasive of another person’s privacy.
Don’t spam.Don’t distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Don’t run mail lists, listservs, or any kind of auto-responder or spam on or through the Asante Platform.
Don’t harm anyone’s computer.Don’t distribute software viruses, or anything else (code, films, programs) designed to interfere with the proper function of any software, hardware, or equipment on the Asante Platform.
Don’t abuse other users’ personal information.When you use the Asante Platform, you may receive information about other users, including data such as: names, email addresses, and postal addresses. This information is provided for the purpose of participating on the Asante Platform: don’t use it for any other purposes, and don’t abuse it.
8. Term and Termination
8.1. These Terms shall become effective upon your acceptance of the Terms and shall continue in effect until these Terms or your Account are terminated hereunder.
8.2. Users may terminate these Terms by stopping access to Asante Platform, or, if they are registered for an Account, by closing/deleting the Account at any time through account settings. We may retain certain information as required by law or as necessary for our legitimate business purposes.
8.3. You can contact us at firstname.lastname@example.org for additional information or to request an Account deletion only in the event that the Account closing option is not available in the account settings.
8.4. Without limiting our rights specified below, Company may, in its sole discretion, terminate your Account for convenience at any time by notifying you via email or by any other means.
8.5. Company may immediately, without notice terminate your Account if (a) you have materially breached your obligations under these Terms or other related documents, (b) you have violated applicable laws, regulations or third party rights, (c) the Company believes in good faith that such action is reasonably necessary to protect the personal safety or property of the Company, Users, or third parties (for example in the case of fraudulent behavior of a User), or (d) you breached the Code of Conduct outlined under 7.1. of this agreement.
8.6. In addition, the Company may take any of the following measures (a) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (b) you have breached these Terms or related documents, applicable laws, regulations, or third party rights, (c) you have provided or maintain inaccurate, fraudulent, outdated or incomplete Registration Data, (d) the Company has received complaints about your performance or conduct, or (f) the Company believes in good faith that such action is reasonably necessary to protect the personal safety or property of the Company, Users, or third parties, or to prevent fraud or other illegal activity:
Limit your access to or use of the Asante Platform;
Refuse to delete your Account or any User Content;
Temporarily or in case of severe or repeated offenses permanently suspend/terminate your Account on the Asante Platform.
9.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE ASANTE PLATFORM AND RESPECTIVE FEATURES, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS AND “AT YOUR OWN RISK” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY; (B) THE COMPANY, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS (“COMPANY’S PARTIES”) DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE ASANTE PLATFORM, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (C) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT INFORMATION, CONTENT OR MATERIALS ON THE ASANTE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (D) THE COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE COMPANY SERVICE SAFE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE ASANTE PLATFORM OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. WE DO NOT GUARANTEE THE SECURITY OF THE ASANTE PLATFORM OR THE SERVICES OR THE PREVENTION FROM LOSS OF, ALTERATION FO, OR IMPROPER ACCESS TO, YOUR ACCOUNT INFORMATION OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE ASANTE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. THE TERM “COMPANY” INCLUDES COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
9.2. PAID FEATURES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. THEREFORE, USERS ACKNOWLEDGE THAT PAID FEATURES MAY NOT MEET THEIR INDIVIDUAL PREFERENCES AND EXPECTATIONS. THE COMPANY WILL MAKE ALL COMMERCIALLY REASONABLE EFFORTS TO ENSURE CONTINUOUS OPERATION OF PAID FEATURES, ACCORDINGLY, USERS ACKNOWLEDGE THAT PAID FEATURES ARE NOT ERROR-FREE AND MAY BE INTERRUPTED.
10. LIMITATION OF LIABILITY
10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE COMPANY OR THE COMPANY’S PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE ASANTE PLATFORM, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S SYSTEMS, NETWORKS, RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE ASANTE PLATFORM EXCEED THE AMOUNT THAT IS THE LESSER OF $100 US DOLLARS OR THE AMOUNT OF FEES PAID BY THE USER TO THE COMPANY UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages such as above in Section 10.1. Accordingly, some of the above limitations may not apply to you. If you are a resident of a jurisdiction that permits the limitation or exclusion of these liabilities, then the limitations in Section 10.1 specifically do apply to you.
10.2. Release: You hereby release the Company and the Company’s Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that are either directly or indirectly related to or arises from any interactions by you with, or conduct of, other Users of the Asante Platform and related services or Third-Party Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 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.”
11.1. You agree to indemnify, defend, and hold harmless the Company and the Company’s Parties from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of (i) your violation of these Terms, (ii) your acts or omissions that violate and laws, regulations, rules or orders, and (iii) your acts or omissions that violate any rights of any third party. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with Company’s defense of these claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. The foregoing indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your User Content.
12. Applicable Law
12.1. This Agreement shall be governed and construed by the laws of the State of Maryland without giving effect to any principles of conflicts of law, and consistent with the Federal Arbitration Act. Neither the Uniform Computer Information Transactions Act (UCITA) nor the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply.
13. MANDATORY BINDING ARBITRATION; CLASS ACTION WAIVER; WAIVER OF JURY TRIAL
Please read this arbitration agreement (the “Arbitration Agreement”) carefully. It is part of your contract with the Company and it affects your rights. It contains procedures for mandatory binding arbitration, a class action waiver, and a waiver of jury trial.
13.1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns of the Company, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
13.2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 11718 Bowman Green Drive, Reston, Virginia 20190. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
13.3. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative reputable ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. The arbitration and any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the United States, the arbitration and any hearing will be held in Washington, D.C. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider; provided, however, that nothing herein shall waive any statutory rights you may have to recover attorney’s fees or other costs on a claim.
13.4. Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
13.5. Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the applicable statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
13.6. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
13.7. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, the Terms, an arbitration award, or to seek injunctive or equitable relief.
13.8. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
13.9. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Arbitration Agreement.
13.10. Survival of Agreement. This Arbitration Agreement will survive the termination of the Terms and/or your relationship with the Company.
13.11. Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in a small claims court with jurisdiction over the claimant and over such claim.
13.12. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
13.13. WAIVER OF JURY TRIAL. The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and The Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, You And The Company Waive All Rights To A Jury Trial, instead electing that the dispute be resolved by a judge.
13.14. WAIVER OF CLASS OR CONSOLIDATED ACTIONS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
13.15 Claims Not Subject To Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, trade secret or other intellectual property rights shall not be subject to this Arbitration Agreement.
13.16. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located within the State of Maryland.
14. Modification of Terms
14.1. The Company reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time (for example to reflect updates to the Asante Platform or to reflect changes in the law). If the Company changes these Terms, the Company will provide you notice of these changes, such as by sending an email or posting a notice on the Asante Platform. All changes are effective immediately when we post them or email them to you and apply to all downloading, access to, and use of the Asante Platform thereafter. Please check these Terms and any related documents periodically for those changes. Your continued use of the Asante Platform after the posting of changes constitutes your binding acceptance of such changes. We will always make a reasonable effort to notify you if Company does change these Terms. Any changes to the dispute resolution provisions set out in Section 13 (Mandatory Binding Arbitration; Class Action Waiver; Waiver of Jury Trial) will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Asante Platform or emailed to you.
15.1. Electronic Communications. The communications between you and us use electronic means. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights you may have.
15.2. Waiver. The failure of either you or us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the relevant party.
15.3. Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, internet outages, electricity outages, or shortages of transportation facilities, fuel, energy, labor or materials.
15.4. Severability. If any provision of this Agreement or any guidelines is held to be unlawful, void, or for any reason unenforceable, then for both you and us that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
15.6. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
15.7. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions of it.
15.9. In our discretion, we may provide notices of changes to these Terms or of other matters by displaying notices or links to notices generally on the Asante Platform or by sending you an email. Where the Company requires that you provide an e-mail address to access certain features of the Asante Platform, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to the Company by updating your Registration Data if you have access to your Account. Alternatively, you may give notice to the Company at the following address: email@example.com or 11718 Bowman Green Drive, Reston, Virginia 20190. Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or certified first class postage prepaid mail (with a tracking number) at the above address.