Hello Sleuth, Inc. (“Sleuth”, “we", “us” or “our”) established the Hello Sleuth platform (“Platform”) to collect and analyze parents’ experiences in order to help parents locate appropriate resources to obtain the right diagnosis, treatment, and care for their children from ages 0 to 18. While Sleuth is committed to providing you with information on other parents’ experiences regarding their children’s illnesses and conditions that may be relevant to your child, the Platform and all information posted on it is provided for informational purposes only and should not in any circumstances be treated as a substitute for professional medical advice, diagnosis or treatment.
PLEASE BE AWARE THAT SECTION 2.4 (SLEUTH COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.
NOTICE OF CHANGES TO THESE TERMS. Please note that this Agreement is subject to change by Sleuth in its sole discretion at any time.
USE OF THE PLATFORM.
Limited License.The Platform, and the information and content available on the Platform, are protected by copyright laws throughout the world. Subject to the terms of this Agreement, Sleuth grants you a limited license to use and access the Platform and reproduce information obtained from the Platform solely for the purpose of using the Platform for your personal use and in no circumstances for any commercial purpose. Sleuth, its suppliers and service providers reserve all rights not granted in this Agreement.
Updates.You understand that the Platform is constantly evolving. You acknowledge and agree that Sleuth may update the Platform with or without notifying you. Any future release, update or other addition to the Platform shall be subject to this Agreement. You may need to update third-party software from time to time in order to use the Platform.
Certain Restrictions.The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of it; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other properties owned or licensed by Sleuth (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Sleuth’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Platform or any information contained therein may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform. Sleuth may terminate the licenses granted hereunder and this Agreement immediately if you breach any part of this Section or commit any other unauthorized use of the Platform.
Sleuth Communications.By entering into this Agreement, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Platform, updates concerning new and existing features on the Platform, communications concerning promotions run by us or our third-party partners, and news concerning Sleuth and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU MAY OPT OUT OF RECEIVING SUCH COMMUNICATIONS BY FOLLOWING THE UNSUBSCRIBE OPTIONS WE PROVIDE TO YOU. YOU MAY ALSO OPT-OUT OF TEXT MESSAGES FROM US BY TEXTING THE WORD “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE PLATFORM OR RELATED SERVICES.
Registering Your Account.In order to access certain features of the Platform you may be required to become a Registered User. For purposes of this Agreement, a “
Registered User” is a user who has registered an account on the Platform (“
Account”). Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Sleuth.
Registration Data.In registering an account on the Platform, you agree to (a) provide true, accurate, current and complete information about yourself, your child(ren), any individuals for whom you are the legal guardian, and any areas of your professional expertise or personal experience 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 (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Platform under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Platform by minors. You may not share your Account or password with anyone, and you agree to (y) notify Sleuth immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sleuth has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Sleuth has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Sleuth reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Platform if you have been previously removed by Sleuth, or if you have been previously banned from any Sleuth product or service.
RESPONSIBILITY FOR CONTENT.
Types of Content.You acknowledge that all data, information, text, images or other materials (“
Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Sleuth, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“
Make Available”) through the Platform (“
Your Content”), and that you and other Registered Users of the Platform, and not Sleuth, are similarly responsible for all Content that you and they Make Available through the Platform (“
No Obligation to Pre-Screen Content.You acknowledge that Sleuth has no obligation to pre-screen Your Content or User Content, although Sleuth reserves the right in its sole discretion to do so and to refuse or remove any Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Sleuth pre-screens, refuses or removes any Content, you acknowledge that Sleuth will do so for Sleuth’s benefit, not yours. Without limiting the foregoing, Sleuth shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
Removal of Content.Sleuth shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates this Agreement or any applicable law. Sleuth is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Platform, including Your Content, in Sleuth’s possession in connection with your use of the Platform, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Sleuth, its Registered Users or the public, and all enforcement or other government officials, as Sleuth in its sole discretion believes to be necessary or appropriate.
Storage.Unless expressly agreed to by Sleuth in writing elsewhere, Sleuth has no obligation to store any of Your Content that you Make Available on the Platform. Sleuth has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform. Certain features may enable you to specify the level at which the Platform restricts access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Sleuth retains the right to create reasonable limits on Sleuth’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by Sleuth in its sole discretion.
The Platform.Except with respect to Your Content and User Content, you agree that Sleuth and its suppliers own all rights, title and interest in the Platform (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
Your Content.Sleuth does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in the Platform, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
Accuracy of Your Content.You expressly acknowledge and understand the importance of submitting only truthful, accurate and detailed information into the Platform, for your own benefit and for the benefit of other users of the Platform. You agree that you will not in any circumstances (whether voluntarily, in response to a assessment/questionnaire or otherwise) provide information that is untrue, inaccurate or not current or incomplete. If you do not feel comfortable sharing information, you agree that you will choose not to share such information and will not provide false information as an alternative. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sleuth has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Sleuth has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform (or any portion thereof).
License to Your Content.Subject to any applicable account settings that you select, you grant Sleuth a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, create derivative works from, distribute, derive revenue or remuneration from, translate, publicly perform, and publicly display Your Content (in whole, part or in aggregated form) for the purposes of operating and providing the Platform to you and to our other Registered Users. Please remember that anyone may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Platform. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Sleuth, are responsible for all of Your Content that you Make Available on or in the Platform. You agree that any Content posted by you in your profile shall not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Sleuth in its sole discretion and you shall not post or submit for print services a photograph of another person without that person’s permission.
Username.Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Platform, you hereby expressly permit Sleuth to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
Feedback.You agree that submission of any ideas, suggestions, documents, and/or proposals to Sleuth through its suggestion, feedback, wiki, forum, or similar pages (“
Feedback”) is at your own risk and that Sleuth has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Sleuth a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and/or Sleuth’s business.
Platform Use.As a condition of use, you agree not to use the Platform for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any content on or through the platform that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Sleuth’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Sleuth; (vi) interferes with or attempt to interfere with the proper functioning of the Platform or uses the Platform in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Platform, including but not limited to violating or attempting to violate any security features of the Platform, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Platform, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”.
Other Users.You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact in, through, or as a consequence of your use of the Platform; provided, however, that Sleuth reserves the right, but has no obligation, to intercede in such disputes. You agree that Sleuth will not be responsible for any liability incurred as the result of such interactions. The Platform may contain User Content provided by other Registered Users. Sleuth is not responsible for and does not control User Content. Sleuth has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
INVESTIGATIONS.If Sleuth becomes aware of any possible violations by you of any provision of this Agreement, Sleuth reserves the right to investigate such violations, and Sleuth may, at its sole discretion, immediately terminate your license to use the Platform, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
FEES AND PURCHASE TERMS.
Service Subscription Fees.If at any point in the future, Sleuth elects to charge a fee for access to the Platform (“
Fees”), you will be responsible for payment of the applicable Fees at the time that you elect to purchase such access (each, a “
Service Commencement Date""). Except as set forth in this Agreement, all Fees are non-refundable.
Payment.You agree to pay all Fees on your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You may be required to provide Sleuth with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account of a payment provider (“
Payment Provider”), or purchase order information, as a condition for accessing the Platform or certain features of it. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Sleuth with your credit card number or PayPal account and associated payment information, you agree that Sleuth is authorized to immediately invoice your Account for all Fees due and payable to Sleuth and that no additional notice or consent is required. You agree to immediately notify Sleuth of any change in your billing address or the credit card or PayPal account used for payment hereunder. Sleuth reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Platform or by e-mail delivery to you.
Taxes.If Sleuth determines it has an obligation to collect Sales Tax from you in connection with this Agreement, Sleuth shall collect such Sales Tax in addition to the Fees. If any services or payments for any services under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Sleuth, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Sleuth for any liability or expense Sleuth may incur in connection with such Sales Taxes. Upon Sleuth’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “
Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Free Trials and Other Promotions.Any free trial or other promotion that provides Registered User level access to the Platform or certain features on the Platform must be used within the specified time of the trial. At the end of the trial period, your access to the Platform or the relevant features of the Platform will expire and any further use is prohibited unless you pay the applicable Fees. If you are inadvertently charged for a subscription, please contact Sleuth to have the charges reversed.
INDEMNIFICATION.You agree to indemnify and hold Sleuth, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “
Sleuth Party” and collectively, the “
Sleuth Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Platform; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Registered Users; (e) a claim by your child(ren) or wards as a result of your use, or disclosure or sharing of their personal information on, the Platform; or (f) your violation of any applicable laws, rules or regulations. Sleuth reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sleuth in asserting any available defenses. This provision does not require you to indemnify any of the Sleuth Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Platform or any services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Platform.
DISCLAIMER OF WARRANTIES AND CONDITIONS.
NO MEDICAL ADVICE.YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PLATFORM, AND ALL CONTENT POSTED ON THE PLATFORM, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE PLATFORM IS NOT INTENDED, AND IN UNDER NO CIRCUMSTANCES MAY YOU TREAT IT, AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU ACKNOWLEDGE THAT YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR OR YOUR CHILD(REN)’S OR ANY THIRD PARTY’S MEDICAL CONDITION. YOU AGREE THAT YOU MAY NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING OR FAIL TO SEEK IT BECAUSE OF SOMETHING YOU HAVE READ ON THE PLATFORM.
As Is.YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM AND ANY INFORMATION THEREFROM IS AT YOUR SOLE RISK, AND THE PLATFORM AND ALL INFORMATION CONTAINED THEREON IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SLEUTH MAKES NO WARRANTY THAT ANY DATA, ANALYSIS, OR DATA TRENDS PROVIDED ON THE PLATFORM WILL ACCURATELY DESCRIBE YOUR CHILD’S SYMPTOMS, CONDITION, DIAGNOSIS, REQUIRED TREATMENT OR APPROPRIATE TREATMENT PROVIDERS. SLEUTH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.
No Liability for Conduct of Other Users.YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM. YOU UNDERSTAND THAT SLEUTH DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. SLEUTH MAKES NO WARRANTY THAT OTHER USERS OF THE PLATFORM, INCLUDING USERS THAT ARE MEDICAL PROFESSIONALS, WILL PROVIDE ACCURATE INFORMATION, OR THAT ANY SERVICES PROVIDED BY THIRD PARTIES (INCLUDING ANY TREATMENT PROVIDERS) REFERRED TO ON THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR BE APPROPRIATELY PERFORMED. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT TREAT THE INFORMATION PROVIDED BY OTHER USERS, INCLUDING USERS THAT ARE MEDICAL PROFESSIONALS, AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. SLEUTH MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE PLATFORM OR THE QUALITY OF ANY THIRD PARTY SERVICES REFERRED TO ON THE PLATFORM.
LIMITATION OF LIABILITY.
Disclaimer of Certain Damages.YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SLEUTH PARTIES BE LIABLE FOR ANY LOSS OF DATA, LOSS OF YOUR CONTENT, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, IN EACH CASE WHETHER OR NOT SLEUTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM, ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE PLATFORM; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (D) ANY OTHER MATTER RELATED TO THE PLATFORM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SLEUTH PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SLEUTH PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SLEUTH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability.TO THE FULLEST EXTENT PROVIDED BY LAW, SLEUTH PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO SLEUTH BY YOU DURING THE SIX MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SLEUTH PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SLEUTH PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SLEUTH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Basis of the Bargain.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SLEUTH AND YOU.
PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.It is Sleuth’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Sleuth by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Platform of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written 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 (f) 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. Contact information for Sleuth’s Copyright Agent for notice of claims of copyright infringement is as follows: Sehreen NoorAli, 19 Morris Ave, Building 128, Brooklyn, NY 11205.
TERM AND TERMINATION.
Term.This Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Platform or maintain an Account, unless terminated earlier in accordance with this Agreement.
Termination by Sleuth.If you have materially breached any provision of this Agreement, if timely payment cannot be charged to your Payment Provider for any reason, or if Sleuth is required to do so by law (e.g., where the provision of the Platform is, or becomes, unlawful), Sleuth has the right to, immediately and without notice, suspend or terminate your access to the Platform. You agree that all terminations for cause shall be made in Sleuth’s sole discretion and that Sleuth shall not be liable to you or any third party for any termination of your Account.
Termination by You.If you want to terminate this Agreement, your Account or your access to the Platform, you may do so by (a) notifying Sleuth at any time and (b) closing your Account. Your notice should be sent, in writing, to Sleuth’s address set forth in Section 17.5 (Notice) below.
Effect of Termination.Termination of your Account includes removal of access to the Platform and barring of further use of the Platform and also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of your Account, your right to use the Platform will automatically terminate immediately. You understand that any termination of your Account may involve deletion of Your Content associated therewith from our live databases. All provisions of this Agreement which by their nature should survive, shall survive termination of your Account, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
INTERNATIONAL USERS.The Platform can be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Sleuth intends to announce such services or Content in your country. The Platform is controlled and offered by Sleuth from its facilities in the United States of America. Sleuth makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other countries do so at their own volition and are responsible for compliance with local law.
DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires U.S. users to arbitrate disputes with Sleuth and limits the manner in which you or your children can seek relief from us.
Applicability of Arbitration Agreement.You agree, on behalf of yourself and on behalf of any child which you have involved in the use of the Platform (“
Involved Child(ren)”), that any dispute, claim, or request for relief relating in any way to your access or use of the Platform, to any services provided through the Platform, to any personal information of yours or your Involved Children disclosed on the Platform or to any aspect of your relationship with Sleuth, will be resolved by binding arbitration, rather than in court, except that (a) you or your Involved Child(ren) may assert claims or seek relief in small claims court if the claims qualify; and (b) you or Sleuth 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 disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
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 dispute or claim or request for relief to our registered agent Cogency Global, Inc. at 850 New Burton Road, Suite 201, Dover, DE 19904. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief 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 at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://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, Sleuth will pay them for you. In addition, Sleuth will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
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 assertion 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, your Involved Child(ren) and Sleuth. 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 this 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, your Involved Child(ren) and us.
Waiver of Jury Trial.YOU, ON BEHALF OF YOURSELF AND YOUR INVOLVED CHILD(REN), AND SLEUTH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You, on behalf of yourself and your Involved Child(ren) and Sleuth are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Application of Arbitration Agreement) 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.
Waiver of Class or Other Non-Individualized Relief.ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF 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 section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
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: email@example.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Sleuth username (if any), the email address you used to set up your Sleuth 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.
Severability.Except as provided in Section 15.5 (Waiver of Class or Other Non-Individualized Relief), 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.
Survival of Agreement.This Arbitration Agreement will survive the termination of your relationship with Sleuth.
Modification.Notwithstanding any provision in this Agreement to the contrary, we agree that if Sleuth 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 to Sleuth at the following address: firstname.lastname@example.org.
THIRD-PARTY SERVICES.The Platform may contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of such Third-Party Service. Such Third-Party Services are not under the control of Sleuth. Sleuth is not responsible for any Third-Party Services. Sleuth provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Service, or any product or service provided in connection therewith. You use all links in and to Third-Party Services at your own risk. When you leave our Platform, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Electronic Communications.The communications between you and Sleuth may take place via electronic means, whether you visit the Platform or send Sleuth e-mails, or whether Sleuth posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Sleuth in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sleuth provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
Assignment.This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sleuth’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure.Sleuth shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, epidemics, government orders, quarantine, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Governing Law.THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Sleuth agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Manhattan, New York.
Notice.Where Sleuth requires that you provide an e-mail address, you are responsible for providing Sleuth with your most current e-mail address. In the event that the last e-mail address you provided to Sleuth is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Sleuth’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sleuth at the following address: Hello Sleuth, Inc., Attn: Hello Sleuth, Antler/NewLab, Customer Support, 19 Morris Ave, Building 128, Brooklyn, NY 11205. Such notice shall be deemed given when received by Sleuth by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Severability; Waiver.If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Export Control.You may not use, export, import, or transfer the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained access to the Platform, and any other applicable laws. In particular, but without limitation, any information contained within the Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services or technology provided by Sleuth are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Sleuth products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Consumer Complaints.In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Entire Agreement.This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.