Last Updated: September 20, 2019 These Terms of Service (the “Terms of Service”) apply to your access and use of this website (the “Site”), and all products and services available on the Site (all of the foregoing collectively, the “Services”) owned, controlled or offered, directly or indirectly, by Habla Incorporated (“Habla”, “we”, “our” or “us”). Users, account holders, customers, visitors, and others who download, access, use and/or subscribe to the Services (“you”) agree to the following terms and conditions (the “Terms of Service”). In addition to the Terms of Service, your access to and use of the Services are governed by our Privacy Policy, available at https://getwulu.com/privacy-policy (the “Privacy Policy”), and any additional rules and/or terms identified or displayed on the Site or in connection with a particular Service or program. The Privacy Policy and any such additional rules and terms constitute a part of the Terms of Service and are incorporated by reference herein.
BEFORE USING ANY SERVICES, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY ACCESSING, BROWSING, INSTALLING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, CONSENTS AND DISCLOSURES SET FORTH IN THE TERMS OF SERVICE, THE APPLICABLE GUIDELINES SET FORTH ON THE SITE, AND THE APPLICABLE END USER LICENSE AGREEMENT (IF ANY) FOR ANY MOBILE APPS YOU DOWNLOAD. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, THE APPLICABLE GUIDELINES AND/OR THE APPLICABLE END USER LICENSE AGREEMENT (IF ANY), THEN PLEASE DO NOT USE, INSTALL OR ACCESS THE SERVICES.
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND HABLA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
All of the Services are available only for individuals aged 18 years or older. If you are under the age of 18, or the legal age of majority where you reside if that jurisdiction has an older age of majority, then you agree to review the Terms of Service with your parent or guardian to make sure that both you and your parent or guardian understand and agree to the Terms of Service. You agree to have your parent or guardian review and accept the Terms of Service on your behalf. If you are a parent or guardian agreeing to the Terms of Service for the benefit of anyone under 18, then you agree to and accept full responsibility for that person’s use of the Services, including all financial charges and legal liability that he or she may incur. If you are under 13 years of age, you are not authorized to use the Services.
Modification of Terms of Service and/or Services
Habla reserves the right, in its sole discretion, to modify the Terms of Service at any time and without prior notice. If Habla amends the Terms of Service, it will update this posting on the Site and specify the effective date of the new version of the Terms of Service. Your continued use of the Services following the posting of a new version of the Terms of Service shall constitute your acceptance of any such amendments. Accordingly, you should check to see if a new version of the Terms of Service has been posted each time you use the Services. If the amended Terms of Service are not acceptable to you, your only recourse is to cease using the Services.
Habla is constantly innovating and finding ways to provide new features and services. Therefore, Habla reserves the right to modify, add features, discontinue or terminate any or all Services or stop offering and/or supporting the Services, including, but not limited to, content, hours of availability and equipment needed for access or use, at any time either permanently or temporarily to you or to users generally; or create usage limits for the Services, at which point your license to use the Services or any part of it will be automatically terminated or suspended.
Your Account
In order to use certain features of the Services, you may have to register and create an account with Habla (your “Account”), and as part of that process you will be requested to provide certain information, including without limitation your name, email address, Skype login, information about your availability, and company demographics. We may maintain different types of accounts for different types of users. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf. By connecting to Habla with a third-party service like Google, Facebook, Twitter, or Instagram, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy available at https://getwulu.com/privacy-policy. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames
Your responsibility for your account:
By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are responsible for maintaining the confidentiality of any passwords associated with your Account, monitoring all activity under the Account, and you assume full responsibility for all activities that occur under your Account (except as to security breaches caused by Habla). Habla reserves the right to suspend or terminate your Account at any time and shall incur no liability for such suspension or termination.
As the holder of your Account, you are solely responsible for complying with the Terms of Service, and only you are entitled to all benefits accruing thereto. You may not allow any other person to (i) access your Account, or (ii) access the Services through your Account. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
By registering for your Account and provide your information to us, you hereby consent to us sending, and you receiving, by means of telephone, facsimile, SMS or e-mail, communications containing content of a commercial nature relating to your use of the Site, the Services and related services. You acknowledge that we do not have to obtain your prior consent (whether written or oral) before sending such communications to you, provided that we shall immediately cease to send any such further communications should you notify us in writing that you do not wish to receive such content anymore. You may also control your profile and how you interact with the Services by changing your settings.
Definition of Intellectual Property Rights:
For the purposes of these Terms of Service, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Ownership and Intellectual Property Rights of Habla
Except for Provided Content (as defined below), the Services and all materials on the Services are owned or licensed by Habla and are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in the Terms of Service, Habla and its licensors exclusively own or control all right, title, and interest in and to the Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, moral rights, and other Intellectual Property Rights (as defined below) whether registered or not and all applications thereof. You may not use or display any such trademarks, service marks, logos, trade names, or designs owned by Habla or its third party licensors without the appropriate owner’s prior written consent.
License
Habla grants you a personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the software that is provided to you by Habla as part of the Services for your personal non-commercial use. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Habla, in the manner permitted by the Terms of Service. You hereby acknowledge that no title or ownership in any products is being transferred or assigned and this license is not to be construed as a sale of any rights in any products.
Habla grants you a personal, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the Services as provided by Habla, for non-commercial use, in the manner permitted by this Terms of Service. The rights granted herein are subject to your compliance with this Terms of Service.
All rights not expressly granted in the Terms of Service are expressly reserved for Habla.
The term of your licenses to the Services shall commence on the date that you accept the Terms of Service and install or otherwise use the Services, including, without limitation, any mobile apps, and ends on the earlier date of either your disposal of the Services or our termination of the license or the Terms of Service. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Services or you otherwise use the Services in breach of the terms of the Terms of Service.
User Content
Habla may offer you the opportunity to provide comments, questions, photos, text, videos, or other content (collectively, the “Provided Content”) on the Site as part of the Services. You own all of the Provided Content you submit, post or publish (“post”) on the Services. If you do post Provided Content, you grant Habla a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such Provided Content throughout the world in any media, including, without limitation, for troubleshooting, marketing, product development and any other commercial or non-commercial purpose in Habla’s sole discretion, without payment or compensation to you of any kind. You grant Habla the right to use the name that you submit in connection with such Provided Content, if we choose to use it. Subject to your profile and application settings, you also hereby grant to Habla and to each other user of the Services, a non-exclusive license to access, use, reproduce, distribute and display your Provided Content as permitted by the functionality of the Services. You understand and agree that the Services is a public platform and other users may search for, see, use, and/or re-post any Provided Content that you make publicly available through the Services. You represent and warrant that you own or otherwise control all of the rights to the Provided Content that submit, that the Provided Content is accurate, that use of the Provided Content does not violate applicable laws, rules or regulations and will not cause injury to any person or entity, and that you will indemnify Habla for all claims resulting from the Provided Content that you supply. Habla takes no responsibility and assumes no liability for any Provided Content provided by you or any third party.
Valuing third party rights:
You agree that any Provided Content that you post does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any Provided Content that we believe, in our sole discretion, violates these Terms of Service.
Copyright Policy:
We have established the following process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing: (i) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work that you claim is being infringed; (iii) identification of the material that is claimed to be infringing and where it is located on the Services; (iv) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (vi) a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attention: Copyright Agent Habla Incorporated 205 ½ N Main St. Ann Arbor, MI 48104 Email: support+wulu@olark.com
Feedback you provide:
We are always looking for new ways to improve our Services. You may choose to or we may invite you to submit comments, ideas or feedback about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Habla under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Habla does not waive any rights to use similar or related Feedback previously known to Habla, or developed by its employees, or obtained from sources other than you.
Restrictions on Use of Services
You must be legally able to enter into these Terms of Service in your jurisdiction, such as being older than the minimum age of consent to enter into contracts.
You must be a natural person or a natural person representing a company, association or other organization. Accounts registered by “bots” or other automated methods are in violation of these Terms of Service and will be immediately terminated.
You must provide a valid email address and truthfully provide any other information requested when submitting information on the Site.
You must not impersonate nor misrepresent your identity or affiliations with other persons or entities.
You must not intentionally and maliciously disrupt the reasonable enjoyment of others using the Service.
If your use of the Services causes undue stress on the Services and the systems running the Services, Habla reserves the right to limit or disable your access to the Services without notice.
You may not forge or manipulate headers, data, or network protocols to disguise the origin of Content or otherwise disrupt the intended use of the Services.
Your use of the Services and the relating licenses granted hereunder are conditioned upon you not doing any of the following in connection with using the Services:
- Incite or engage in the targeted abuse or harassment of others;
- Promote violence against or directly attach or threaten other people on the basis of race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, or disease;
- Make threats of violence or promote violence, including threatening or promoting terrorism;
- Post, upload, publish, submit or transmit any information or other material that: (i) infringes, misappropriates or violates any Intellectual Property Rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets) or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; (vii) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances); (viii) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, property, or to any animal; (ix) seeks to harm or exploit children by exposing them to inappropriate content, (x) asking for personally identifiable details or otherwise; (xi) consists of or contains software viruses, political campaigning, objectionable materials, commercial solicitation, chain letters, mass mailings or any form of “spam”; (xii) may constitute or contribute to a crime or tort; (xiii); includes any content to which you have not obtained any necessary rights or permissions to use accordingly; or (xiv) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- Access, tamper with, or use non-public areas of the Site, Habla’s computer systems, or the technical delivery systems of Habla’s providers; attempt to probe, scan, or test the vulnerability of any Habla system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Habla or any of Habla’s providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than tools that access or search the Services through software and/or search agents provided by Habla or other generally available third party web browsers (such as Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, Safari or Opera);
- Manipulate the GPS coordinates of your device to represent anything other than your current physical location;
- Use any meta tags or other hidden text or metadata utilizing a Habla trademark, logo, URL or product name;
- Use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by the Terms of Service;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any host or network, including, without limitation, sending a virus, overloading or flooding the Site;
- Violate any applicable law or regulation; or
- Post non-local or otherwise irrelevant content, repeatedly post the same or similar content.
The above are examples of prohibited conduct and is not intended to be exhaustive. Habla will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Services security issues, to the fullest extent of the law. Habla may involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms of Service. You acknowledge that Habla has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services, to ensure your compliance with the Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
License Agreement for Using Specific Applications
You acknowledge and agree that the availability of the Services on mobile devices, to the extent applicable, is dependent on the third party websites from which you download such Services, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that the Terms of Service are between you and Habla and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Services from it. You agree to comply with, and your license to use the Services is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of the Terms of Service, the more restrictive or conflicting terms and conditions in the Terms of Service apply.
Your use of the Services and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of our mobile apps, to the extent applicable. Habla may modify such guidelines in its sole discretion at any time. Habla reserves the right to terminate your Account and access to the Services if it determines that you have violated any such applicable guidelines.
Apple, the Apple logo and iPhone are trademarks of Apple Incorporated, registered in the U.S. and other countries. App Store is a service mark of Apple Incorporated
Third Party Sites / Links / Ads
Your dealings with third parties found on or accessible through the Services are solely between you and such third party. These dealings include, but are not limited to, your participation in promotions, the payment for and delivery of items if any, and any terms, conditions, warranties, or representations associated with such dealings. Third party links are provided solely as a convenience to you and should not be construed as an endorsement by Habla of content, items, or services provided on such third-party sites. You shall access and use such third party sites, including the content, items, or services on those sites, solely at your own risk.
Habla does not make any representations or warranties with respect to any content or privacy practices, or otherwise with respect to such third parties or any items or services that may be obtained from such third parties, and you agree that Habla will have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any third party, or as a result of the presence of links or ads of such third parties on the Services.
If there is a dispute between you and any such third party, you understand and agree that Habla shall be under no obligation to become involved. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY, YOU HEREBY RELEASE HABLA, ITS OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND / OR THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “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.”
Disclaimer of Warranties & Liability
YOU AGREE THAT THE USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ANY RISK OF USING THE SERVICES IS ASSUMED BY YOU. HABLA DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ACTS, OMISSIONS, OR CONDUCT OF YOU OR ANY PARTY IN CONNECTION WITH THE SERVICES. HABLA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HABLA DOES NOT MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. HABLA MAKES NO WARRANTIES, NO PROMISES, WARRANTIES, OR REPRESENTATIONS AS TO THE SERVICES, INCLUDING ITS COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, PROPRIETY, SECURITY, RELIABILITY, OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. HABLA DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SERVICES. HABLA DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SERVICES.
FURTHER, HABLA AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER HABLA NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, ITS SERVERS, THE MATERIALS, THE SERVICES OR ANY E-MAIL OR OTHER COMMUNICATION SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as Habla relate to implied warranties.
Limitations of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INJURY, DEATH, ACT OF GOD, ACCIDENT, DELAY, DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY (I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THIS SITE OR THE SERVICES (INCLUDING WITHOUT LIMITATION INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THIS SITE OR THE SERVICES), (II) ACTION OR INACTION IN CONNECTION WITH THESE TERMS OF SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) STATEMENTS OR CONDUCT OF YOU OR ANY THIRD PARTY ON THIS SITE OR YOUR WEBSITE, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS THEREON; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. ALL OF THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN US AND YOU. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THESE TERMS OF SERVICE MUST BE FILED WITHIN THIRTY (30) DAYS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL HABLA, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.
Indemnification
You agree to indemnify and hold harmless Habla, its directors, officers, employees, agents, and affiliates, from and against any and all liability, damages, losses, claims, expenses of any kind (including, without limitation, reasonable attorneys’ fees) directly or indirectly related to (1) your breach of the Terms of Service, (2) your use of the Services, (3) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (4) your violation of any applicable law, rule or regulation; (5) any claim or damages that arise as a result of any of your Provided Content or any material submitted via your account; or (6) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
Arbitration
Except if you opt-out or for disputes relating to: (1) your or Habla’s Intellectual Property Rights and (2) violations of provisions of the Terms of Service, above (“Excluded Disputes”), you agree that all disputes between you and Habla (whether or not such dispute involves a third party) with regard to your relationship with Habla, including without limitation disputes related to the Terms of Service, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Habla hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf.
Neither you nor Habla will participate in a class action or class-wide arbitration for any claims covered by these Terms of Service. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Habla is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Habla or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with the Terms of Service.
You may opt out of this agreement to arbitrate. If you do so, neither you nor Habla can require the other to participate in an arbitration proceeding. To opt out, you must notify Habla in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Habla Incorporated, ATTN: Arbitration, 205 ½ N Main St., Ann Arbor, MI 48104.
You must include your name and residence address, the email address you use for your Habla account, and a clear statement that you want to opt out of this arbitration agreement. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void.
This arbitration agreement will survive the termination of your relationship with Habla. You agree that any claim you may have arising out of or related to your relationship with Habla must be filed within one year after such claim aroseÍľ otherwise, your claim is permanently barred.
Termination and Survival
Either party may terminate the Terms of Service for any or no cause, at any time. You may cancel the Services and delete your Account at any time by either using the features of the Services to do so (if applicable and available) or by written notice to support+wulu@olark.com. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of the Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.
Severability
If any provision of the Terms of Service is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions contained in the Terms of Service shall continue in full force and effect.
Applicable Law
The Terms of Service and the resolution of any dispute related to the Terms of Service or the Services shall be governed by and construed in accordance with the laws of California without giving effect to any principles of conflicts of law.
For any action at law or in equity relating to the arbitration provision of the Terms of Service, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree any legal action or proceeding between Habla and you relating to the Terms of Service or the Services shall be brought exclusively in a court of competent jurisdiction sitting in San Francisco, California, United States, and you agree to submit to the personal and exclusive jurisdiction of such courts.
Foreign Users:
The Services are controlled and operated from its facilities in the United States. Habla makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
No Waiver:
No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Habla’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
Contact Information
If you have any questions or concerns with respect to the Terms of Service or the Services you may contact a representative of Habla at support+wulu@olark.com.