IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL “911” AND NOTIFY THE RELEVANT AUTHORITIES.
THESE TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN BASIS LABS, INC., WITH AN ADDRESS OF 450 TOWNSEND ST, SAN FRANCISCO, CA, 94107, UNITED STATES (“BASIS LABS”) AND YOU (“YOU” OR “USER”) REGARDING YOUR USE OF THE PLATFORM (AS DEFINED BELOW) AND THE SERVICES AVAILABLE TO USERS THROUGH THE PLATFORM (THE “SERVICES”).
BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATON PROCESS, DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SERVICE, YOU EXPRESSLY (A) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY; AND (B) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BE HELD LIABLE FOR ANY NONCOMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SERVICE.
PLEASE BE AWARE THAT SECTION 22 OF THIS AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH BASIS LABS THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH HEREIN. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
1.1 “Content” means any information User transmits, uploads, provides, submits, or posts to the Services and any information provided by User to Basis Labs in connection with the Services, including Registration Data (as defined in Section 8.2).
1.2 “Intellectual Property Rights” means all forms of industrial and intellectual property rights and protections throughout the world, including any: (a) patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof); (b) copyrights; (c) Internet domain names, trademarks, service marks, and trade dress, together with all goodwill associated therewith; (d) trade secrets; (e) rights in databases and designs (ornamental or otherwise); (f) moral rights, rights of privacy, rights of publicity, and similar rights; and (g) any other proprietary rights and protections, whether currently existing or hereafter developed or acquired arising under statutory or common law, including all applications, disclosures, and registrations with respect thereto.
1.3 “Process” means to take any action or perform any operation or set of operations that the Services is capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy.
1.4 “Platform” means the communication platform offered by Basis Labs to provide the Services via the Basis Labs website (“Website”) and Basis Labs mobile apps (“App”).
2.1 Services. Subject to the terms of this Agreement, Users can use the Platform to connect with peer specialists (each a “Specialist” and collectively, “Specialists”) to access online or phone-based emotional support, life coaching, advice and similar Services. Users are able to communicate directly with the Specialists and pay for Services purchased through the Platform.
2.2 Modification of Services. Basis Labs may, in its sole discretion, change, modify, add, or remove portions, features or functions from the Services, or suspend or discontinue the Services or any portion thereof (temporarily or permanently and whether pursuant to a modification of the Services or otherwise), without notice or liability to you or to any third party (except that, in the event of a complete discontinuation or scheduled suspension of the Services, Basis Labs will use reasonable efforts to provide you with actual notice − rather than merely constructive notice − as soon as commercially practicable under the circumstances). You agree that Basis Labs shall not be liable to you for any modification, suspension, or discontinuance of the Services or any features or functions thereof.
2.3 Disclaimer of Medical Liability.
2.3.1 IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL “911” AND NOTIFY THE RELEVANT AUTHORITIES.
2.3.2 THE SERVICES DO NOT PROVIDE THERAPY SERVICES, MEDICAL DIAGNOSIS, OR DRUG PRESCRIPTION OR ADVICE CONCERNING WHICH DRUGS OR TREATMENT MAY BE APPROPRIATE FOR YOU. BASIS LABS IS NOT A LICENSED THERAPIST GROUP OR CORPORATION. IF YOU REQUIRE THERAPY SERVICES FROM A TRAINED PROFESSIONAL, PLEASE CONTACT A LICENSED THERAPIST IN YOUR AREA.
2.3.3 SPECIALISTS ARE NOT LICENSED PROFESSIONALS, AND ARE NOT AUTHORIZED TO PROVIDE SERVICES REQUIRING PROFESSIONAL LICENSURE. SPECIALISTS DO NOT PARTICIPATE IN ANY MEDICAL OR MENTAL HEALTH PRACTICE; THEY DO NOT DIAGNOSE, PROVIDE TREATMENT PLANS, OR INTERVENE. BASIS LABS IS NOT INVOLVED IN ANY WAY WITH THE SUBSTANCE OF THAT RELATIONSHIP OR THE ADVICE OR INFORMATION GIVEN THEREIN, AND BASIS LABS DOES NOT VALIDATE THE INFORMATION OR ADVICE PROVIDED TO YOU BY SPECIALISTS ON THE PLATFORM. BASIS LABS STRONGLY RECOMMENDS THAT A USER SEEKING MEDICAL OR MENTAL HEALTH ADVICE MAKE AN APPOINTMENT FOR AN EXAMINATION IN PERSON WITH A QUALIFIED PROFESSIONAL. WHILE THE PLATFORM WILL HELP YOU COMMUNICATE WITH A SPECIALIST, BASIS LABS MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AS TO WHETHER YOU WILL FIND THE SERVICES RELEVANT, USEFUL, CORRECT, RELEVANT, SATISFACTORY OR SUITABLE TO YOUR NEEDS.
3.1 License. Conditioned upon your compliance with the terms of this Agreement, Basis Labs grants you a personal, limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of this Agreement, whether accessed via an Internet browser, smartphone, tablet, or other device, (a) solely in object code form, and (b) solely via a device that meets the minimum technical requirements necessary to run the Services (as determined by Basis Labs).
3.2 Permitted Uses and Restrictions. You may use the Services solely for its intended purpose. Without limiting the immediately preceding sentence, you may not (a) share your user name or password for the Services with any other individual or allow any third party to access or use the Services, (b) sell, resell, license, sublicense, distribute, rent, or lease the Services, include the Services in a service bureau or outsourcing offering, or otherwise access or use the Services other than as expressly permitted hereunder, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) copy the Services or any part, feature, function or user interface thereof, (h) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Services, (i) access the Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, (j) “harvest” or collect information from the Services (including information about other users of the Services or offerings, products or services available on the Services) using an automated software tool or manually on a mass basis, (k) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Law”), (l) integrate or link to any open source software or freeware with the Services, (m) remove any proprietary notices, labels or marks from the Services, (n) copy, display, reproduce, publish, license, post, transmit, modify, or distribute any information, in whole or in part, from any written guides, training materials, or tutorials provided to you in connection with your use of the Services, or (o) permit third parties to do any of the foregoing.
3.3 Availability. Basis Labs will employ reasonable measures to provide you with access to the Services. However, there will be occasions when the Services will be interrupted for maintenance, upgrades, emergency repairs, or due to the failure of telecommunications links or equipment or other circumstances that are beyond Basis Labs’ control.
4 SEPARATELY LICENSED SOFTWARE
The Services may contain or require the use of open-source software, public-source software, “copyleft” software, shareware, freeware and similar software, and other third-party software or materials, which in each case is embedded in the Services or provided by Basis Labs in connection with the Services (“Separately Licensed Software”). Your use of Separately Licensed Software is governed by the separate license terms specified by Basis Labs. This Agreement does not apply to Separately Licensed Software and Basis Labs hereby disclaims all warranties with respect to any Separately Licensed Software and disclaims any liability to you or any third party based on any claims arising out of use of Separately Licensed Software. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any applicable Separately Licensed Software end user license agreement.
5 THIRD-PARTY SERVICES
If you provide any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Services to Basis Labs, you agree that Basis Labs and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in connection with the Services, other related technologies and/or for any other purpose, on a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual basis. Basis Labs will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Services identified in the Feedback or otherwise.
8.1 Registering Your Account. In order to access certain features of the Services, you may be required to register for an account (“Account”) by following the instructions in the App or on the Website.
8.2 Registration Data. In registering for an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (x) at least eighteen (18) years old; (y) of legal age to form a binding contract; and (z) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.
9.1 Content. You are responsible for (a) Content submitted to the Services under your username and password, (b) treating your username and/or password as confidential, and not disclosing it to any third party, (c) ensuring that the computer or device on which you access the Services has the required minimum Internet bandwidth (upload and download), (d) the accuracy, quality, and legality of all Content you submit to the Services and the means by which you acquired such Content, (e) using commercially reasonable efforts to prevent unauthorized access to or use of the Services, (f) promptly notifying Basis Labs in the event of any unauthorized use of or access to the Services, and (g) providing reasonable assistance to Basis Labs in investigating and preventing the recurrence of such unauthorized use or access. You hereby represent, warrant, and covenant that (x) you have all rights and licenses necessary with respect to your submission and the use of any Content in connection with the Services, (y) your submission and the use of any Content in connection with the Services will be in compliance with Law, and (z) you will not submit any Content to the Services that is unlawful, offensive, threatening, libelous, defamatory, obscene, or otherwise violates any third party’s rights, including intellectual property rights and/or privacy rights, or that violates this Agreement.
9.2 License to Content. By submitting Content to the Platform, you hereby grant Basis Labs: (i) a royalty-free, transferable, nonexclusive, worldwide right and license to publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit any Content solely for the purpose of providing the Services to Users, with the right to sublicense the foregoing rights to Basis Labs’s service specialists and agents for purposes of providing the Services to Basis Labs’s customers
9.3 No Obligation to Pre-Screen Content. Basis Labs does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any Content submitted through the Platform by any User. However, Basis Labs retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move Content posted through the Platform.
10 SUPPORT SERVICES
You acknowledge and agree that Basis Labs will have no obligation to provide you with any support or maintenance in connection with the Services.
You understand that use of the Services may result in charges to you for the services you receive. Users are obligated to pay in advance for the Services they request through the Platform. You agree to pay all fees and charges associated with your Account on a timely basis and according to the fee schedule, the terms and the rates as published by Basis Labs from time to time. Such fees and charges (including any taxes and late fees, as applicable) may be charged on the credit card provided during the initial setup of your Account. Basis Labs will use third party services to process credit card information. By accepting this Agreement, you are giving Basis Labs (or a third-party payment processor on Basis Labs ’ behalf) permission to charge your on-file credit card, debit card, or other approved methods of payment for fees that you owe Basis Labs. You agree to maintain valid credit card information in your Account. All fees are nonrefundable.
12 COLLECTION AND USE OF DATA AND OTHER INFORMATION
Basis Labs may (a) compile statistical and other information related to the performance, operation, and use of the Services, and (b) use data from the Services in aggregated form to create statistical analyses, and for research and development purposes ((a) and (b) collectively, “Service Analyses”). Basis Labs may make Service Analyses publicly available and use Service Analyses for its business purposes; however, Service Analyses shall not incorporate Content in a form that could serve to identify Subscriber or any individual. Service Analyses do not constitute Content, and Basis Labs shall retain all right, title, and interest in and to Service Analyses, including all Intellectual Property Rights therein and thereto.
13 RECORD RETENTION
During and after the term of this Agreement, Basis Labs may (a) collect, retain and use any Content submitted to the Services, including usage history, in order to provide and administer the Services; however, Basis Labs is not responsible for maintaining such Content, except as required by Law; and (b) access, read, preserve, and disclose any Content submitted to the Services that Basis Labs reasonably believes is necessary to (i) satisfy any Law, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to a support request, or (v) protect its rights, property or safety, and that of its users and the public.
14.1 Services. As between you and Basis Labs, all title and Intellectual Property Rights in and to the Services are owned exclusively by Basis Labs. You are a user of the Services; the Services are not sold to you. No title to or ownership of the Services, or any proprietary rights related to the Services, are transferred under or by virtue of this Agreement. Basis Labs reserves all rights in and to the Services not expressly granted to you under this Agreement. Further, this Agreement does not authorize you to use any name, trademark or logo of Basis Labs. The Services are protected by copyright laws and treaties, as well as Laws related to other forms of Intellectual Property Rights.
14.2 Content. As between the parties, Subscriber is and will remain the sole and exclusive owner of all right, title, and interest in and to all Content, including all Intellectual Property Rights therein and thereto, subject to the license granted herein to Basis Labs.
15 TERM AND TERMINATION
15.1 Subject to this section, this agreement will remain in full force and effect while you use the services. You may terminate your account at any time, for any reason, by following the instructions on the app or the website or uninstalling the app. We may suspend or terminate your rights to use the services (including your account) at any time for any reason at our sole discretion, including for any use of the services in violation of this agreement. Upon termination of your rights under this agreement, your account and right to access and use the services will terminate immediately. You understand that any termination of your account may involve deletion of any data associated with your account. Neither Basis Labs nor its suppliers or licensors will have any liability whatsoever to you for any termination of your rights under this agreement, including for termination of your account or deletion of such data.
15.2 You acknowledge that if you breach this Agreement, Basis Labs may have no adequate remedy at law, will suffer irreparable harm as a result of such a breach, and therefore will be entitled to injunctive relief without the obligation of posting a bond. Upon the termination of this Agreement for any reason, each party will be released from all obligations to the other arising after the date of expiration or termination, except that provisions which by their nature should survive termination will survive, including use restrictions, indemnity obligations, warranty disclaimers, and limitations of liability, including Sections 1, 2.3, 3.2, 4, 7, 9, 11, 12 and 14 to 29.
16 DISCLAIMER OF WARRANTIES
16.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. BASIS LABS EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
16.2 BASIS LABS DOES NOT WARRANT THAT THE SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. BASIS LABS SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE SERVICE, FAILURE OF THE SERVICE, OR OTHERWISE RELATING TO THE SERVICE.
17 LIMITATION OF LIABILITY
17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASIS LABS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF BASIS LABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BASIS LABS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT ACTUALLY PAID TO BASIS LABS FOR YOUR USE OF THE SERVICE DURING THE LAST MONTH PRECEDING THE DATE THE CLAIM AROSE. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
17.2 ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICE, THIS AGREEMENT OR ANY ORDER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to indemnify, hold harmless and defend Basis Labs, including its licensees and its and their subsidiaries, affiliates, officers, directors, agents, employees, successors and assigns, from and against any and all costs, expenses, liabilities, fines, penalties, and damages, including attorneys’ fees, incurred in connection with any and all third party claims arising out of (a) your use of the Services, (b) violation of the terms of this Agreement, or (c) an allegation that any Content or Feedback or the use thereof in connection with the Services and/or other subject matter of this Agreement infringes, misappropriates or otherwise violates a third party’s Intellectual Property Rights or violates applicable Law, or (d) an allegation that your use of the Services in violation of this Agreement infringes, misappropriates or otherwise violates a third party’s Intellectual Property Rights or other rights, or violates applicable Law.
19 EXPORT CONTROL LAWS
The Services are subject to export controls under the laws and regulations of the United States and any other applicable countries’ laws and regulations. You agree to comply with such laws and regulations governing export, re-export, transfer, and use of the Services, and you shall obtain all required U.S. and local authorizations, permits, or licenses. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
20 U.S. GOVERNMENT END USERS
The Services are “commercial computer software” as defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto, including the Department of Defense FAR Supplements (the “DFARS”). The Services were developed entirely at private expense and no part of the Services were first produced in the performance of a Government contract. If you are a U.S. Government agency, in accordance with FAR 12.212 and its successors or DFARS 227.7202 and its successors, as applicable, the Services are licensed to you subject to the terms of this Agreement.
21 GOVERNING LAW; WAIVER OF JURY TRIAL
This Agreement, as well as any dispute or claim arising out of or related to this Agreement, its subject matter, or its formation (in each case, including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on the International Sales of Goods does not apply to this Agreement.
22 DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Basis Labs and limits the manner in which you can seek relief from us.
22.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, or to any aspect of your relationship with Basis Labs, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Basis Labs may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
22.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution specialist. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available athttp://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Basis Labs will pay them for you. In addition, Basis Labs will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
22.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Basis Labs. The arbitration proceeding 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 to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). 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 us.
22.4 Waiver of Jury Trial. YOU AND Basis Labs HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Basis Labs are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 22.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
22.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco, California. All other claims shall be arbitrated.
22.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 450 Townsend St, San Francisco, CA, 94107, United States, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Basis Labs username (if any), the email address you used to set up your Basis Labs account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
22.7 Severability. Except as provided in subsection 22.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, 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.
22.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Basis Labs.
22.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Basis Labs makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Basis Labs at the following address: 450 Townsend St, San Francisco, CA, 94107, United States.
23 COMPLETE AGREEMENT
This Agreement constitutes the entire agreement binding you and Basis Labs with respect to your use of the Services, and supersede all prior or contemporaneous understandings, whether written or oral, regarding such subject matter.
24 MODIFICATIONS TO THIS AGREEMENT
Basis Labs reserves the right, in its sole discretion, to modify this Agreement at any time upon notice to you, including by posting a revised version of this Agreement on the Services. Any such modified Agreement will be effective immediately upon being made available to you, and your continued use of the Services thereafter constitutes your affirmative acceptance of such modified Agreement. Otherwise, the terms of this Agreement may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of Basis Labs. If you are dissatisfied with the terms of the Agreement or any modifications thereof, then you agree that your sole and exclusive remedy is to discontinue any use of the Services.
Communications from Basis Labs to you may be by electronic means. You hereby consent to receiving communications from Basis Labs in electronic form, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Basis Labs provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing, other than any non-waivable rights.
Any remedy of Basis Labs set forth in this Agreement is in addition to any other remedy afforded to Basis Labs under applicable Law or otherwise. Basis Labs’ failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by Law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, the rest of the Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Basis Labs’ prior written consent. Any purported assignment in violation of this Section shall be void. Basis Labs may freely assign or otherwise transfer its rights or obligations under this Agreement. The terms and conditions of this Agreement shall apply to and be binding upon the approved successors and permitted assigns of the parties hereto. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. This Agreement does not and is not intended to confer any rights or remedies upon any person other than you and Basis Labs. For all purposes of this Agreement, the words “including” and “includes” mean inclusion without limitation.
All notices, requests, approvals, and other communications required or permitted to be given by you hereunder must be in writing addressed to Basis Labs at the address indicated in the preamble above and will be deemed delivered and effective: (a) when sent by overnight courier, one business day after deposit with a nationally recognized overnight courier; or (b) when sent by registered or certified mail, postage prepaid, five days after deposit with the U.S. Postal Services.
Questions regarding the Services or this Agreement should be directed as follows:
Basis Labs, Inc.
450 Townsend St, San Francisco, CA, 94107, United States
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