Updated on May 16, 2019
PLEASE READ AND MAKE SURE YOU UNDERSTAND ALL THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS OF SERVICE”) CAREFULLY BEFORE ACCESSING OR USING THE READYUP SERVICES (AS DEFINED BELOW). THIS IS A BINDING CONTRACT.
1. Amendments and Changes
We may update or modify these Terms of Service from time to time. Modifications to these Terms of Service will be posted on or in the Services. In certain circumstances, we may choose to provide you with additional notice of such modifications by email, in-service notifications or otherwise. Please review these Terms of Service periodically. In an effort to improve the Services, ReadyUp may also update the Services, including our applications and software, without notifying you.
YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE EFFECTIVENESS OF ANY MODIFICATIONS TO THESE TERMS OF SERVICE CONSTITUTES ACCEPTANCE OF THOSE MODIFICATIONS. IF ANY MODIFICATION TO THESE TERMS OF SERVICE IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO CEASE ACCESSING, BROWSING AND OTHERWISE USING THE SERVICES.
3. Intellectual Property
The technology, software, data, information and materials provided on or through the Services, including any content, text, designs, graphics, images, photographs, illustrations, audio and video clips, logos, icons and links (collectively, the “Materials”) are owned exclusively by ReadyUp or third party licensors and rights holders, such as game publishers and developers. The Services, including all software, databases, proprietary information, documentation, contents, computer code, ideas, know-how and Materials (and all modifications and derivative works thereof and any intellectual property and other rights relating thereto or contained therein) are owned and operated by ReadyUp and will remain the exclusive property of ReadyUp. You acknowledge that the Services are protected by copyright, patent, trademark and other laws. You further acknowledge that you do not acquire any ownership or other intellectual property rights by using the Services or the Materials, other than a limited license to access and use the Services as described below and subject to these Terms of Service. You shall not challenge, contest or otherwise impair ReadyUp’s ownership of the Services and the content therein.
The trademarks, logos, and service marks displayed on or in the Services (collectively the “Trademarks”) are the registered and unregistered trademarks of ReadyUp and ReadyUp’s advertisers, licensors, suppliers and others. The Trademarks owned by ReadyUp, whether registered or unregistered, may not be used in connection with any product or service that is not offered by ReadyUp, in any manner that is likely to cause confusion with customers, or in any manner that disparages ReadyUp. Nothing contained on or in the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks without the express written permission of ReadyUp, ReadyUp’s licensors or suppliers, or the third party owner of any such Trademarks.
4. Limited License, Access and Accounts; Currency
4.1. Limited License: Subject to your compliance with these Terms of Service, we grant you a nonexclusive, non-transferable, revocable, limited license, to access and use the Services using a personal computer or a mobile device; provided that you may not use, reproduce, modify, display, publicly perform, distribute, create derivative works of or circumvent any technological measure that effectively controls access to the Services and/or Materials in any way including, without limitation, by manual or automatic device or process, for any purpose. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with ReadyUp. Use of the Services and Materials for any purpose other than as expressly authorized in these Terms of Service are a violation of our copyrights and other proprietary rights, and is strictly prohibited.
4.3. Verification of Identity: During the Account registration process and/or in connection with certain services that may be offered through the Services, such as transactions involving the receipt, processing or transfer of any financial consideration, including real cash money or Currency (collectively, ““Currency(ies)” and “Currency Transaction(s)”), we may ask you for information about yourself, including your name, photo or other identification (e.g., driver’s license), and other personal information, to verify your identity. We may, in our sole discretion, refuse to open a Account for you or restrict your access to certain aspects of the Services until we are able to verify your identity. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. Your access to one or more Services and the limits that apply to your use of the Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction, before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume, currency or financial limits.
4.4. Currency: The Services may enable you to receive, store, process, and transfer supported Currencies and purchase goods, services and/or experiences offered by us or third party providers using or redeeming such Currency (collectively, “Goods”). You are only allowed to purchase Goods from us or our authorized partners through the Service, and not in any other way. Currency received through the Service is not under any circumstances redeemable or convertible through the Service for any sum of money or other monetary value at any time, but may be exchanged or converted into monetary value outside of the Service through third party Currency operators and exchanges (e.g., Coinbase) (“Currency Exchanges”), subject to the separate terms, conditions, regulations and/or fees imposed by such Currency Exchanges. The transfer of Goods that you may purchase or receive through the Service is prohibited except where expressly authorized in the Service. We, or our third party partners, may manage, regulate, control, modify, impose additional terms and conditions on the purchase of, or eliminate Goods at any time, with or without notice. We shall have no liability to you or any third party in the event that we or one of our third party partners elects to exercise any such rights.
ALL PURCHASES OF GOODS AND/OR REDEMPTIONS OF CURRENCY MADE THROUGH THE SERVICE ARE FINAL AND NON-REFUNDABLE. NEITHER READYUP NOR ANY OTHER PERSON OR ENTITY HAS ANY OBLIGATION TO EXCHANGE YOUR CURRENCY FOR ANYTHING OF OTHER MONETARY VALUE, INCLUDING WITHOUT LIMITATION, REAL CURRENCY, AND THAT, IF YOUR ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED OR IF YOUR RIGHT TO ACCESS THE SERVICE IS TERMINATED, THE GOODS AND CURRENCY AND YOUR ACCOUNT SHALL HAVE NO VALUE.
We reserve the right to refuse to process or to cancel any pending Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order, to enforce any legally required transaction limits, or if we perceive any risk of fraud or other illegal activity. We shall have no responsibility and do not assume any liability for any transactions involving your exchange, conversion or processing of Currency outside of the Service through a Currency Exchange or other third party. The Services we provide are available only in connection with those Currencies that we, in our sole discretion, decide to support. The Currency that we may support may change from time to time. Under no circumstances should you attempt to use the Services to receive, store, send, request, or receive Currencies in any form that are not supported by us. We assume no responsibility or liability in connection with any attempt to use the Services for Currencies that we do not support. We reserve the right to charge fees to process a Currency Transaction, including, for example, fees or taxes payable from the purchase of Goods.
4.5. Account Security: Maintaining account security is very important. You are entirely responsible for maintaining the confidentiality of your Account username and password. You agree to notify ReadyUp immediately if you believe that your Account username and/or password have been compromised.
4.6. Rules Related to ReadyUp Account Names and User Profiles; Uploading of Content and Materials as Part of Account: When you create an Account, you will have to create a username and may be asked to provide a user profile image. You hereby grant us a worldwide, revocable, sublicensable, transferrable license to use, publicly display, and distribute your user name and user profile image, as well as any other content, images, data, information or materials that you may upload or distribute in connection with your Account and use of the Services in any and all media, whether now known or hereafter devised. You hereby waive all “moral rights” in any such content and materials and give to us all the consents that we need to exploit these items in connection with the Services in any and all media without limitation so far as possible in perpetuity. In addition, your username (as well as any profile photo or image) may be visible to other users or the public. When you choose an Account name, or display name or otherwise create a label or image that can be seen by other users of the Services, including, without limitation, usernames and profile images (each a “User Identifier”), you must abide by the following guidelines as well as the rules of common decency. If ReadyUp finds a User Identifier for any type of account, including, without limitation, an individual user account or a tournament organizer account, to be offensive or improper, or believes a User Identifier is or may be illegal, it may, in its sole and absolute discretion, refuse to grant you the User Identifier, change the User Identifier, remove the User Identifier, and/or suspend or terminate your Account. In particular, you may not use any User Identifier:
Belonging to another individual or entity with the intent to impersonate that individual or entity, whether actual or fictitious, including, without limitation,, impersonating any ReadyUp agent or employee or any other ReadyUp community user;
That incorporates vulgar language or imagery or which is otherwise offensive, defamatory, libelous, obscene, hateful, or racially, ethnically or otherwise objectionable;
That is subject to the rights of any other person or entity without written authorization from that person or entity;
That belongs to a popular culture figure, celebrity or media personality;
That is, contains, or is substantially similar to a trademark or service mark, whether registered or not, or may otherwise cause confusion;
Belonging to any religious figure or deity;
Related to drugs, sex, alcohol, or criminal activity;
Is substantially similar to, or otherwise contains or duplicates any copyrighted work or component of a copyrighted work (including, without limitation, comics, anime, movies or other video games, and any characters appearing in any of the foregoing).
4.7. User Rules: The user rules (“User Rules”) below are in furtherance, and not in limitation, of the other terms and conditions in these Terms of Service. In connection with your use of the Services, you agree that you will not, nor permit anyone else to, directly or indirectly:
Violate any applicable law, regulation, or contract or use the Services or Materials for any unlawful purpose;
Use the Services to run tournaments or competitions for games of chance or to conduct gambling;
Offer cash prizes where it is prohibited by law;
Make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including, without limitation, rights of privacy or publicity);
Access the Services to participate in a tournament that violates any law where you reside or that you are subject to;
Create, distribute or use any third party software, including, without limitation, “mods,” cheats, addons or hacks, designed to change or manipulate tournaments;
Misrepresent yourself in any way;
Make any false, misleading, or inaccurate statements;
Use language that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, unlawful, or invasive of another’s privacy;
Commit any actions considered to be unethical;
Impersonate any person or entity, including any employee or representative of ReadyUp;
License, create derivative works from, any information, content obtained from the Services;
Restrict or inhibit any other visitor or member from using the Services, including, without limitation, by means of “hacking” or defacing any portion of the Services;
Access or attempt to access parts of the Services for which you are not authorized by ReadyUp, circumvent or attempt to circumvent any security or password protection on or in the Services, access the Services by any means other than through the interface that is provided and authorized by ReadyUp;
Modify any software for the Services in any manner or form, nor use modified versions of such software, including, without limitation, for the purpose of obtaining unauthorized access to the Services;
Use the Services to harm minors in any way;
Engage in spamming or flooding;
Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Services or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services;
Remove any copyright, trademark or other proprietary rights notices contained on or in the Services;
“Frame” or “mirror” any part of the Services;
Stalk or otherwise harass another; or
Harvest or collect information about Services visitors, users or Account holders without their express consent.
ReadyUp reserves the right to permanently suspend or terminate your Account and your access to the Services, and/or disqualify you from receiving any prize(s) offered by the tournaments, if it suspects that you have violated any of the User Rules.
5. Links to Other Websites
These Terms of Service apply only to the Services. The Services may contain links to other websites not operated or controlled by ReadyUp, including, but not limited, the offering of Goods by our third party partners and/or the services provided by Currency Exchanges. If you use these links, you will leave the Services. The terms and conditions described here do not apply to those sites, nor does ReadyUp endorse or review those sites. ReadyUp provides these links to other websites as a convenience. Such links do not imply ReadyUp’s endorsement of information or material on any other site, and we make no representations as to the quality, suitability, functionality or legality of any sites to which we may provide links. ReadyUp disclaims all liability with regard to your access to and use of such linked websites, and you hereby completely and irrevocably release and forever discharge us from and waive any claim you might have against ReadyUp with respect to such sites.
YOU AGREE THAT YOUR USE OF INTERNET WEBSITES AND RESOURCES NOT CONTROLLED BY READYUP, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
We operate official pages on social media platforms (including, without limitation, Facebook and Twitter) in relation to the Services (collectively, the “Social Media Pages”). You acknowledge and agree that we have no responsibility for posts (including personal information) made by you or third parties on Social Media Pages.
7. Fees and Payments
7.1. Fees and Payments: Some aspects of the Services may require you to pay transaction fees that may vary depending on the circumstances. You may also purchase certain subscriptions to the Services and/or digital or physical products through the Services, or process certain Currency Transactions through the Services. You agree to pay all fees, payments and applicable taxes incurred by your Account that you use to access and utilize such aspects of the Services. You acknowledge and agree that all information you provide with regards to a purchase, including, without limitation, credit card or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. We reserve the right, with or without prior notice, to: (i) discontinue or limit the available quantity of any product or aspect of the Services; (ii) honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; and (iii) refuse to allow any user to purchase a product or deliver any product to a user. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with the applicable payment terms in effect at the time the fee or the charge becomes payable.
7.2. Return and Refund Policy: All sales and/or transactions on or through the Services are final. Except as provided herein, there are no refunds or returns for the purchase of a subscription to the Services or other product or service offered through the Services. If you reside in the European Union and you purchase a product or service from us, you may have the right to withdraw from a purchase within fourteen (14) calendar days, commencing on the day after the date of purchase (the “Cooling Off Period”). However, you lose your right of withdrawal if the performance of the services begins before the end of the Cooling Off Period. EXCEPT AS SET FORTH HEREIN WTH REGARD TO THE COOLING OFF PERIOD FOR RESIDENTS OF THE EUROPEAN UNION: (I) ALL SALES AND TRANSACTIONS THROUGH THE PLATFORM AND SERVICES ARE FINAL; AND (II) YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES. EXCEPT AS SET FORTH HEREIN WITH REGARD TO THE COOLING OFF PERIOD FOR RESIDENTS OF THE EUROPEAN UNION, WE DO NOT ISSUE ANY REFUNDS OR OFFER ANY EXCHANGES OF ANY PRODUCTS PURCHASED ON OR THROUGH THE PLATFORM.
7.3. Changes to Services, Products and Pricing: ReadyUp may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of the Services or any products or services licensed or sold through the Services. The inclusion of any services or products through the Services at a particular time does not imply or warrant that these services or products will be available at any other time. All such changes shall be effective immediately upon posting of such new prices to the Services.
8. Rules for Sweepstakes and Other Promotions
9. Notice for Claims of Copyright Infringement
If you are a copyright owner or agent thereof and believe that content posted on or in the Services by a ReadyUp user infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
A description of the copyrighted work that you claim has been infringed;
The URL of the location on our website containing the material that you claim is infringing; 4. Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent can be reached at:
PO Box 11329
Oakland CA 94611
The Services are operated by ReadyUp in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.
11. Tournament Organizers, Prizes and Rewards
The Services may include offering a method to create, organize, manage and/or identify or locate video game competitions and tournaments. Each competition or tournament is different because it is subject to the parameters set by the tournament organizer through the Platform, including, without limitation, interactions and rankings among event attendees, communications and the awarding of prizes, if any. By using the Services, you agree to these additional parameters and agree to receive communications from the organizer subject to applicable laws. Further, any communications from organizers, including, without limitation, any representations, content or links supplied or promises of prizes or rewards, are made solely by the organizers. ReadyUp is not responsible for monitoring organizers’ communications or administering any prizes or rewards. Even if we provide any assistance in the administering of prizes or rewards, the tournament organizer still remains responsible for the determination of eligibility and the distribution of any prizes or rewards.
ReadyUp cannot guarantee that any tournament organizer who hosts an event through the Services will distribute advertised or promised prizes or rewards. You participate in the Services at your own risk and agree that ReadyUp is not responsible for any tournament prizes offered by tournament organizers.
12. DISCLAIMER OF WARRANTIES
THE SITE, THE MATERIALS AND THE READYUP SERVICES, AND ANY PRODUCT OR SERVICE CONTAINED THROUGH ANY OF THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, READYUP DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. READYUP MAKES NO WARRANTY AS TO THEACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THEPLATFORM, AND/OR THE READYUP SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE AND THE READYUP SERVICES IS AT YOUR SOLE RISK. READYUP DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AND/OR THE READYUP SERVICES AT THE TIMES OR LOCATIONS OF YOURCHOOSING, THAT THE PLATFORM OR THE READYUP SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THEREADYUP SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.
13. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, READYUP, ITS AFFILIATES, SHAREHOLDERS, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND OTHER BUSINESS PARTNERS(COLLECTIVELY, THE “RELATED PARTIES”) DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ANDFURTHER DISCLAIM ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF READYUP AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. READYUP IS NOT LIABLE FOR ANY INTERRUPTION OFSERVICE OF THE CLIENT GAMES. READYUP AND/OR THE RELATED PARTIES ARE NOT LIABLE FOR ANY ACTIONS OF TOURNAMENT ORGANIZERS OR THEIR FAILURE TO DISTRIBUTE PRIZES.WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF READYUP OR ANY OF THE RELATED PARTIES, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES,CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, EXCEED THE GREATER OF THEAMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE SIX (6) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE AND $100 USD.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of ReadyUp and its affiliates shall be limited to the fullest extent permitted by law.
You agree to indemnify, hold harmless and defend ReadyUp and its affiliates, licensors, suppliers, advertisers, network service providers, and business partners and their respective directors, officers, employees, consultants, agents and other representatives, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, losses, costs and expenses (including, without limitation, attorneys’ fees and other dispute resolution expenses) incurred by ReadyUp, directly or indirectly, arising out of or relating to your (a) violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, including any unauthorized disclosure of personal or confidential information, (b) use or misuse of the Services, (c) any allegation that any user content or other materials you submit to us or transmit to, through or in the Services infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party, and/or (d) termination of your access to the Services.
15. Dispute Resolution and Governing Law
These Terms of Service shall be is governed by, and will be construed under, the laws of the State of California, USA, without regard to conflict of law principles. Except as provided in Section 16 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Services shall be subject to the exclusive jurisdiction in the courts located in the Northern District of California, and you agree to submit to the personal jurisdiction and venue of such courts. You are responsible for compliance with all local laws if and to the extent local laws are applicable.
16. Binding Arbitration
16.1 Arbitration Procedures: Except as prohibited by law, each party to Agreement agrees that any claim, controversy or legal dispute arising out of or relating to these Terms of Service (hereinafter, a “Claim”) will be resolved through binding arbitration administered by the American Arbitration Association (“AAA”). If you initiate arbitration for a Claim, you will need to pay the AAA arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by AAA for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the AAA Consumer Arbitration Rules (the “AAA Rules”). This arbitration agreement is intended to be broadly interpreted and includes claims, controversies or disputes arising out of or relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, all of which shall be considered within the definition of “Claim.” THE PARTIES UNDERSTAND THAT, EXCEPT AS EXPLICITLY SET FORTH TO THE CONTRARY HEREIN, THEY ARE WAIVING ANY RIGHT TO A JURY TRIAL WITH RESPECT TO CLAIMS.
16.2 Exceptions: Notwithstanding the above, we both agree that we may (i) bring suit in court to enjoin infringement or other misuse of intellectual property rights, (ii) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) bring an individual action in a U.S. small claims court. Each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16.3 Notice: A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Claim (“Notice”). Any Notice to us should be addressed to: CEO, c/o ReadyUp, Inc., [address] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If we and you do not reach an agreement to resolve the Claim within thirty (30) days after the Notice is received, either party may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.
16.4 AAA Rules: The arbitration will be conducted under and governed by the AAA Rules, except as specified in or modified by these Terms of Service. The arbitrator is bound by the terms of this Section 16. All issues are for the arbitrator to decide, except that issues relating to the scope of the arbitration provision are for the court to decide.
16.5 Location: The arbitration will be conducted in San Francisco, California, USA, unless the parties agree to video, phone and/or internet connection appearances. The arbitrator shall be selected by mutual agreement of the parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the AAA and request selection of an arbitrator in accordance with the applicable AAA Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claim(s) asserted.
17. Term and Termination
These Terms of Service shall remain effective until terminated in accordance with their terms. ReadyUp reserves the right to immediately terminate these Terms of Service, and/or your access to and use of the Services or any portion of the Services, at any time and for any reason, with or without cause, including, without limitation, unauthorized postings of copyrighted works. Upon termination of these Terms of Service or termination of your access to and use of the Services, your right to use the Services or any of the Services shall immediately cease, and you shall destroy all Materials obtained from the Services and all copies thereof. You agree that any termination of your access to or use of the any Services may be effected without prior notice, and that ReadyUp may immediately deactivate or delete your password and user name, and all related information and files associated with them, and/or bar any further access to such information or files. You agree that ReadyUp shall not be liable to you or any third party for any termination of your access to the Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Rights and obligations under these Terms of Service which by their nature should survive will remain in full effect after termination or expiration of these Terms of Service.
18.2 Force Majeure: ReadyUp shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of ReadyUp, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond ReadyUp’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
18.3 No Partnership: You agree that no joint venture, partnership, employment, or agency relationship exists between you and ReadyUp as a result of these Terms of Service or your use of the Services.
18.4 Assignment: If any part of these Terms of Service are determined to be void, invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect.
18.5 Severability: If any part of these Terms of Service are determined to be void, invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect.
18.6 No Waiver: Our failure to enforce any provision of these Terms of Service shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these Terms of Service shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
18.7 Equitable Remedies: You hereby agree that ReadyUp would be irreparably damaged if the terms of these Terms of Service were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as we may otherwise have available to us under applicable laws.
18.9 Notices: ReadyUp may provide you with notices, including those regarding breaches of security, by email, regular mail or postings on or in the Services. All notices from you to ReadyUp must be sent to ReadyUp, Inc., Attn: ReadyUp, [address] or contact@ReadyUp.com, and such notices will be deemed received the next day if sent via email, overnight mail or courier or three (3) days after deposited in the mail sent certified or registered.
18.10 Third Party Beneficiaries: Except for certain ReadyUp licensors, or as may be otherwise expressly provided herein, there are no third-party beneficiaries to these Terms of Service.
18.11: If you have any questions, comments or complaints regarding these Terms of Service or the Services, feel free to contact us at: contact@ReadyUp.com.