Effective Date: October 29, 2019
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 16. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.
These Terms of Service and any terms expressly incorporated herein (the “Terms”) apply to your access to and use of the platform provided by Lottery Now, Inc. PO Box 29601 San Francisco, CA 94129 (“LNI,” “we,” or “us”) that provides certain entertainment services, social, and messaging services.
LNI offers a variety of lottery-based games, games of chance, and social communications means to users on its proprietary mobile applications and websites using its Platform. Your viewing, access to, and use of the Platform and LNI’s services will constitute your agreement, on behalf of yourself and the entity you represent (hereinafter collectively “you” or “your”), to all of the Terms. LNI may make future changes or modifications to such Terms at any time without notice by posting such changes on our website, www.lottery-now.com (the “Site”) and updating the effective date above, and, in some cases, we may provide you with additional notice (such as by adding a statement to the homepage of our Site or by sending you an email notification). Your use of the Platform and the Services will constitute your agreement to the changes and modifications.
In addition to capitalized terms that may defined elsewhere in these Terms, the following terms shall have the following meanings.
1.1 “Game” means a lottery-related game, game of chance, and other social game that is offered through the Platform.
1.2 “Platform” means LNI’s proprietary technology used to access, perform and display the Services.
1.3 “Service” means a functionality provided by LNI through the Platform including but not limited to messaging, notifications, asynchronous turn based social game play, buying of tickets, sharing of tickets, playing of tickets in both public and private groups.
1.4 “Ticket” means a record generated by a Game that designates the right of a User to certain winnings in accordance with the rules and regulations of such Game.
1.5 “User” means any person or entity who opens and maintains a subscription to the Platform.
- Your Account
2.1 Eligibility. LNI may not make all of the Services available in all markets and jurisdictions, and may restrict or prohibit use of all or a portion of the Services from certain states, territories, or jurisdictions (“Restricted Locations” ). The Services are intended solely for users who are 18 or older. You represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old in the U.S.); (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) will not use our Services if any applicable laws in your country or jurisdiction prohibit you from doing so in accordance with these Terms; (e) are aware that losses may occur by playing our Games and you agree to be responsible for any such losses, and that (to the maximum extent permissible by law) such losses cannot be recovered from us under any circumstances; and (f) you are authorized to make any payments that you make via the Platform or the Services and will at all times act in good faith in relation to those payments and to our Games overall. LNI will verify the information provided by each User in registering for a LNI Account. If we are unable to verify your information, we may refuse to register or may terminate your LNI Account, and may refuse to allow you to register for a LNI Account in the future.
2.2 Number of LNI Accounts. LNI may, in its sole discretion, limit the number of LNI Accounts that you may hold, maintain, or acquire.
2.3 LNI Account Information and Security. In order to engage in any exchange transactions via the Services, you must create an account (the “LNI Account”) and provide all of the required information that we request. By creating a LNI Account, you agree to: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) maintain and promptly update your LNI Account information; (d) maintain the security of your LNI Account by protecting your password and restricting access to your LNI Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your LNI Account; and (f) take responsibility for all activities that occur under your LNI Account and accept all risks of any authorized or unauthorized access to your LNI Account, to the maximum extent permitted by law.
2.4 Service Fees. To purchase any Ticket or play certain Games, you will need to load money into your LNI Account. To do so, log into your LNI Account and follow the instructions. Each time you confirm a purchase, LNI will deduct the amount of the purchase along with the applicable fees (the “Service Fees”) from your LNI Account. In the event your order cannot be fulfilled, your purchase amount and any applicable Service Fees shall be immediately credited back to your LNI Account and you will be notified by the Service. If sufficient monies are not in your LNI Account to cover the cost of the purchase and the applicable Service Fees, LNI will not complete the purchase and will inform you of that. LNI is not liable to you for any loss or injury if you do not have the sufficient amounts in your LNI Account to complete any purchase.
2.5 Recurring Automatic Payment. A User may elect to have monies automatically deducted from the User’s bank account and deposited in the User’s LNI Account on a recurring basis (the “Automatic Payment”). By submitting your information and electing Automatic Payment, you authorize LNI to charge the credit card or debit card or withdraw funds from the bank account, as applicable, that you submit to LNI. You agree that, if you submit information for a credit card or debit card, the Automatic Payment is a periodic charge that will be made in accordance with you billing cycle. LNI will not be responsible or liable to you for any interest, late fees, bank charges, or other charges that you may be charged by your bank or credit card provider. If you elect to have an Automatic Payment performed, you will be required to provide LNI with accurate and complete contact and payment information. If you do not provide accurate payment information, your payment may be rejected and you may not be able to access certain functionality on the Platform. It is your responsibility to ensure that your information is complete and accurate. LNI will not have any liability to you for incomplete or inaccurate information submitted for your LNI Account. You have the right to withdraw your consent to Automatic Payment at any time. To cancel your Automatic Payment, email us at cs@Midoplay.com. Your request to cancel your Automatic Payment may take up to 48 hours to take effect. No refunds can be made for Tickets purchased prior to your effective cancellation. If, at any time, your Automatic Payment is declined, you will be contact by phone or email. We may refuse to allow you to use a certain payment method if that payment method fails multiple times. If your Automatic Payment fails, you will need to replenish your LNI Account with fund from another source to access the Services.
2.6 Changing Your Payment Information. If you would like to change your payment information, including for any Automatic Payment, you must authorize the new credit or debit card or bank account by changing your billing options by logging in to your LNI Account. We will not be responsible for any loss, liability, or inability for you to access the Services due to your out-of-date or inaccurate payment information.
- Description of the Services
4.1 Games. The selection of the Games available to each User is tied directly to the location of the User. Only when a User’s location can be verified using GPS and other geofencing technologies will the Platform enable a User to complete a purchase transaction to buy Tickets for certain Games. Your play of any Game is subject to all rules and regulations promulgated by the overseeing authority for such Game.
4.2 Audit Log. The Platform maintains an audit log that contains detailed information including, but not limited to, the date of purchase of any Ticket, the device a Ticket was bought from, the geolocation of the applicable device at time of purchase, unique Platform metadata, and ownership of a single Tickets that may be shared between Users (the “Audit Log”).
4.3 Gifting and Sharing. Certain Games allow for the applicable tickets to be shared by multiple people. When allowed by the Game, a User may give the ownership of a ticket to another User, thereby fully transferring the rights to any winnings to the other User (“Gifting”). The full rights to any winnings to any ticket that is not accepted by the recipient revert to the donor. When allowed by the Game, a User (“Sharer”) may share a ticket with another User and designate what the respective division would be for any winnings between the Users (“Sharing”). A User may also create a group for sharing any winnings that may result from a ticket purchased for a Game. At the time of the deadline to purchase a ticket for a Game, the designated ownership (whether by an individual or by a group) of any Ticket and the inherent rights to any winnings from such Ticket will be locked by LNI and may not be changed. LNI and the Audit Log will be the final arbiter regarding the ownership of any Ticket and the amounts due and owing to any User in accordance with its records of Gifting, Sharing or applicable groups. LNI will not have any liability, including any loss of winnings, to any User for: (a) any incorrect Gifting, Sharing, or other ownership information provided by any User, or (b) any decision made by a Sharer with respect to the designated ownership division of any Ticket.
4.5 Groups. Certain Games allow for groups to be formed to share in the ownership of Tickets (each, a “Group”). LNI will not have any liability, including any loss of winnings, to any User for: (a) any failure for any User to be included or omitted from any Group, or (b) any decision made by a member of a Group that may affect the ownership of any Ticket.
- A “Private Group”is a Group that a User can access by invite only. A User invited to participate in a Private Group can elect, at his or her own discretion, to contribute Tickets to be collectively owned by all Users in such Private Group. If a Ticket contributed to a Private Group has any winnings, a User in such Private Group will be eligible to receive a percentage of the winnings equal to the number of Tickets the User contributed to the Private Group for a Game divided by the total number of Tickets held for that Game by the Private Group.
- A “Public Group”is a Group that any User may access. A User may elect, at his or her own discretion, to contribute Tickets to a Public Group to be collectively owned by all Users in such Public Group. If a Ticket contributed to a Public Group has any winnings, a User in such Public Group will be eligible to receive a percentage of the winnings equal to the number of Tickets the User contributed to the Public Group divided by the total number of Tickets held for that Game by the Public Group.
4.6 Free Tickets. LNI may, as an incentive or reward, give certain ownership in Ticket(s) (“Free Tickets”), in an amount that LNI will decide in its sole discretion, to Users who have agreed to receive certain rewards by the Platform for performing different activities including, but not limited to: inviting additional users to the Platform, repeated purchasing of Games, reaching certain buying volumes or achievements, creating new groups, winning contests that may be offered through the Platform. You agree that a Free Ticket(s) is a gift received from LNI that, if accepted by You, is received at no cost to You.
4.7 Winnings. Each Game may provide its own requirements for claiming any prize. Many Games provide a threshold amount over which the holder of ticket for those winnings must submit a claim form to the Game’s operator or administrator to receive the winnings directly from such operation or administrator (the “Threshold Amount”). For any Ticket that results in winnings of an applicable Threshold Amount or less, LNI will determine the appropriate division of such winnings in accordance with the records in its Audit Log and will credit the applicable User’s(s’) LNI Account(s) with the applicable share of winnings. If your winnings are greater than the Threshold Amount, LNI will complete the applicable claim form on your behalf using the information you have provided in your LNI Account and submit it to the applicable operator or administrator of the Game. You will be paid directly by the Game’s operator or administrator, and LNI will have no responsibility or liability to pay you any winnings for a Ticket with winnings over the Threshhold Amount. LNI will provide you with notice that the claim form has been submitted, and it is your responsibility to check with the applicable operator or administrator of the Game regarding the status of any winnings. Again, it is important that you update the information in your LNI Account as needed, and LNI will have no liability to you due to your failure to update your LNI Account information.
4.8 Account Balance. You may request payment of your account balance at any time by sending a request to:cs@Midoplay.com. LNI will send a check in the amount of your account balance at the time of receipt of your request to the physical address that you have provided for your LNI Account.
4.9 No Ownership by LNI of a User’s Ticket. LNI acts as an agent and does not receive an ownership interest in any Ticket(s) purchased by a User who uses the Platform legitimately, without misrepresentation of their legal age or identity.
4.10 No Endorsement/Affiliation. Mido Lotto is not affiliated with, nor endorsed by, Mega Millions or any State Lottery, and makes no claim of ownership regarding any intellectual property of Mega Millions or a State Lottery, however, any order placed by a customer is fulfilled by an officially licensed Lottery Retailer in the State where the order was placed.
- Your General Obligations to Use the Services
5.1 Conditions and Restrictions. We may, at any time and in our sole discretion, refuse the purchase of a Ticket via the Services, impose limits on the amount of Tickets that may be purchased via the Services, or impose any other conditions or restrictions upon your use of the Services, without prior notice.
5.2 Accuracy of Information. You must provide any information required when creating a LNI Account or when prompted by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete. Misrepresentation of legal age or identity can invalidate your ticket ownership.
5.3 No Cancellations. Once you hit the “submit” button for the purchase of any Ticket, your order may not be cancelled and your account will not be credited or refunded for such purchase.
5.4 Taxes. It is your responsibility to determine what, if any, taxes apply to any winnings you may receive in a Game or via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding, or remitting any taxes arising from any trades.
5.5 Game Rules. You agree, represent, and warrant that you will follow all rules and regulations for any Game for which you purchase a Ticket. If you are deemed ineligible to redeem a Ticket because you did not properly follow all rules and regulations for the applicable Game, the rights to such Ticket will vest in LNI.
- Intellectual Property
6.1 Copyrights and Other Intellectual Property Rights. Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the LNI logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “LNI Materials”) are the proprietary property of LNI or our licensors or suppliers and are protected by U.S. and international copyright laws and other intellectual property rights laws.
We hereby grant you a limited, nonexclusive, non-assignable, and non-sublicensable license to access and use the LNI Materials solely for your personal use. Such license is subject to these Terms and does not permit (a) any resale of the LNI Materials; (b) the distribution, public performance or public display of any LNI Materials; (c) any modification or other making of any derivative uses of the LNI Materials, or any portion thereof; or (d) any use of the LNI Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
6.2 Trademarks . “LNI,” the LNI logo, and any other LNI product or service names, logos, or slogans that may appear on our Services are trademarks of LNI, in the United States and in other countries, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. You shall not use any trademark, product or service name of LNI without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product, or service name of LNI. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of LNI and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes, or other information, by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
- Acceptable Use
When accessing or using the Platform or any Services, you agree that you will not violate any law, contract, intellectual property or other third-party right, or commit a tort, and that you are solely responsible for your conduct while using our Platform and Services. Without limiting the generality of the foregoing, you agree that you will not:
- Use our Platform or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Platform or Services, or that could damage, disable, overburden, or impair the functioning of our Platform or Services in any manner;
- Use our Platform or Services to pay for, support, or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
- Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access our Platform or Services or to extract data;
- Use or attempt to use another User’s account without authorization;
- Attempt to circumvent any content filtering techniques we employ, or attempt to access any Service or area of our Platform that you are not authorized to access;
- Introduce to the Platform or Services any malware, virus, trojan worms, logic bombs, or other harmful material;
- Develop any third-party applications that interact with our Platform or Services without our prior written consent;
- Provide false, inaccurate, or misleading information;
- Post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
- Post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service;
- Post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; and
- Encourage or induce any third party to engage in any of the activities prohibited under this Section.
- Risk Disclosure
There are risks associated with any games of chance, and of utilizing an Internet-based purchasing system including, but not limited to, the failure of hardware, software, and Internet connections. You agree that we shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Platform or making a purchasing via the Services, however caused.
- Electronic Notices
9.1 Consent to Electronic Delivery. You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that LNI provides in connection with your LNI Account and/or use of the Services. You agree that LNI may provide these Communications to you by posting them our website, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal, messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us at cs@Midoplay.com to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
9.2 Hardware and Software Requirements. In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled. You will also need to have a valid email address on file with LNI and have sufficient storage space to save past Communications or an installed printer to print them.
9.3 Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to cs@Midoplay.com. If you decline or withdraw consent to receive electronic Communications, LNI may suspend or terminate your use of the Services.
9.4 Requesting Paper Copies. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 30 days after the date we provided the Communication to you by contacting us as at cs@Midoplay.com. In order for us to send paper copies to you, you must have a current street address on file with LNI. Please note that our Services operate exclusively online and it is very burdensome for us to produce paper copies of Communications. Therefore, if you request paper copies, you agree that we may charge you a processing fee in the amount $5.00 USD for each page of Communication requested.
9.5 Updating Contact Information. It is your responsibility to keep your email address and/or mobile phone number on file with LNI up to date so that LNI can communicate with you electronically. If we send you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add LNI to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number, or street address at any time by logging into your LNI Account or by sending such information to cs@Midoplay.com. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by LNI are returned, we may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.
- Unclaimed Property
If for any reason LNI is holding funds in your LNI Account on your behalf, and we are unable to return your funds to you after a period of inactivity, then we may report and remit such funds in accordance with applicable state unclaimed property laws.
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, or other information or materials regarding LNI or our Services that you provide, whether by email, posting through our Services, or otherwise (“Feedback”). Any Feedback you submit is non-confidential and shall become the sole property of LNI. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the requirements set out in this Section 11 or in Section 7 (Acceptable Use). Further, you agree not to submit any Feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third party, or breaches any agreement between you and any third party.
A user may report to LNI any Feedback that he or she believes violates these Terms, and LNI may remove the Feedback from the Site, suspend or terminate the account of the user who submitted the Feedback, and/or take any additional action to enforce these Terms against such user.
Also, in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, LNI has adopted a policy of terminating, in appropriate circumstances and at our discretion, account holders who are deemed to be repeat infringers. We also may, at our discretion, limit access to the Services and terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you think that anything on the Services, including any Feedback, infringes upon any copyright that you own or control, you may file a notification with LNI’s Designated Agent as set forth below:
Designated Agent: Brandt Mori – VGC LLP
Address of Designated Agent: 952 School Street, #101 Napa, CA 94559
Telephone Number of Designated Agent: (310) 210-0976
Email Address of Designated Agent: firstname.lastname@example.org
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent that any material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, LNI or the alleged infringer incurs because we relied on the misrepresentation when removing or disabling access to the material or activity.
In the event of any Force Majeure Event (as defined in Section 18.3), breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for LNI, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may suspend or terminate your access to the Platform and the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your LNI Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, we will attempt to return any funds in your LNI Account using the same payment mechanism used by you to submit funds into your LNI Account or subscribe to the Services. Further, we may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. To unsubscribe to LNI you will need to use the “Unsubscribe” feature located here: [ hyperlink to where a User can unsubscribe ]. If you unsubscribe to LNI, your account will be cashed out in accordance with Section 4.7 and your subscription will be discontinued. Please note, again, that it is important for you to update your contact information as needed and that LNI has and will not have any liability to you because of your failure to update your contact information.
- Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES AND SITE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND LNI MATERIALS CONTAINED THEREIN. LNI DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. LNI DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumer, so some or all of the disclaimers in this section may not apply to you.
You agree to defend, indemnify, and hold harmless LNI and our affiliates, independent contractors and service providers, and each of our respective officers, directors, members, employees, agents, and affiliates (collectively, “Indemnified Parties”) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Platform or any Service; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.
- Limitations of Liability
THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY FOR, AND YOU RELEASE THE INDEMNIFIED PARTIES FROM, ALL DAMAGES, COSTS AND LIABILITIES ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES OR LNI MATERIALS, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF DATA, EVEN IF AN INDEMNIFIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES, 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 THE USE OF OR INABILITY TO USE THE SERVICES AND/OR CONTENT EXCEED THE SUBSCRIPTION OR OTHER FEES PAID BY YOU TO LNI DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY. The foregoing disclaimer of warranties, disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states or jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to these Terms, the exclusions and limitations set forth above may not apply to you.
- Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH LNI AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LNI.
16.1 You and LNI agree to arbitrate any dispute arising from these Terms or your use of the Services or LNI Materials that cannot be resolved informally, including personal injury disputes, except that you and LNI are not required to arbitrate any dispute in which either party seeks equitable and or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
16.2 You and LNI agree: (i) to attempt informal resolution prior to any demand for arbitration; (ii) that any arbitration will occur in San Francisco, CA; and (iii) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND LNI WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
- Governing Law
Like all online service providers, our Services are subject to various laws, including U.S. and U.K. law. We make no representations or warranties that the Services or LNI Materials are appropriate or available for use in other locations. If you choose to access or use the Services and LNI Materials from other locations, you do so at your own risk and are responsible for compliance with all applicable laws, rules and regulations
The laws of Ireland, excluding its conflicts of law rules, govern your access to and use of the Services and LNI Materials. Your access to and use of the Services and LNI Materials may also be subject to other local, state, national, or international laws. To the extent the arbitration provision in Section 16 does not apply, you further agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be resolved exclusively in the United States District Court for the Northern District of California or a state court located in San Francisco County, and you agree to submit to the personal jurisdiction of such courts for the purposes of litigating all such claims.
18.1 Nonwaiver. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
18.2 Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
18.3 Force Majeure Events. We shall not be liable for (a) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; or (b) any loss or damage arising from any event beyond our reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction, or any other cause beyond our reasonable control (each, a “Force Majeure Event”).
18.4 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. We may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
18.5 Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
18.6 Survival. Sections 2.1 (Eligibility), 2.3 (LNI Account Information and Security), 4.3 (Gifting, Sharing, and Groups), 5 (Your General Obligations to Use the Services), 6 (Intellectual Property), 8 (Risk Disclosure), 9 (Electronic Notices), 10 (Unclaimed Property), 11 (Feedback), 13 (Disclaimer of Warranties), 14 (Indemnification), 15 (Limitations of Liability), 16 (Dispute Resolution; Arbitration), 17 (Governing Law), and this Section 18 (Miscellaneous) shall survive any termination or expiration of these Terms.
18.7 Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with LNI for the Services or for any other LNI product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with LNI, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.