Sample Terms of Use Template and Guide

A terms of use agreement for your website can help you explain and enforce the rules your users must follow when accessing your services.

In this article, we cover what a terms of use agreement is, why you need one, compare real-life examples, and provide you with our free terms of use template.

Table of Contents

What Is a Terms of Use Agreement?
Why You Need a Terms of Use for Your Website or App
Most Common Clauses in a Terms of Use Agreement
Where To Display Your Terms of Use
How To Enforce Your Terms of Use Agreement
Terms of Use Examples
Tips for Having a Good Terms of Use
Why Use a Terms of Use Template?
Terms of Use FAQ
Sample Terms of Use For Website [Download Free Terms of Use]
Summary

What Is a Terms of Use Agreement?

Terms of use are the rules, specifications, and requirements for the use of a product or service. They serve as a contract between the product or service provider and user.

In addition to the definition above, a terms of use agreement:

Limits the liabilities that fall on your company
Establishes your property rights
Outlines your dispute resolutions

You might also come across terms of use agreements with alternative titles, like:

Despite the different names, these are all the same type of agreement.

You can easily download and customize our free terms of use template, including the title, for any of the following types of businesses:

Ecommerce websites or apps
Retail stores
Dropshipping businesses
Marketplace shops
Blogs
Forums
Subscription platforms

Why You Need a Terms of Use for Your Website or App

While terms of use policies aren’t required by law, it’s in your best interest to post one so you can maintain control over your website or app and pursue legal enforcement if users try to take advantage of your services.

You need a terms of use for your website or app to help:

Limit website abuse
Manage your liabilities
Establish your property rights
Minimize disputes
Build trust with your customers

Let’s discuss these reasons for having a terms of use in more detail.

Terms of Use Help Limit Website Abuse

Your terms of use page may limit website abuse because it outlines and helps you enforce the rules you expect your customers to follow when accessing your services.

If someone does break your rules, you can point to your terms of use policy to streamline and simplify the response process.

Terms of Use Help Manage Your Liabilities

You can limit your liabilities in your terms of use policy, which helps protect your website or app from being held responsible if your users experience things like:

Personal injury
Loss of profits
Warranty issues
Computer issues
Misrepresented products

By establishing your businesses’ liabilities, you can limit what users can and can’t sue you for, which may help you save thousands of dollars in legal fees.

Terms of Use Help Establish Your Property Rights

Your business likely has branding and content that you own and want to protect under copyright laws, including images, logos, videos, and page designs.

You can establish your intellectual property rights within your terms of use and explain to users how they can and cannot reuse, reproduce, or copy your materials.

Terms of Use Help Minimize Disputes

Part of your terms of use explains to users how your company handles and resolves conflicts. If a user is ever in contention with your terms of use, you can point to your dispute resolution clause to efficiently settle the issue.

Terms of Use Help Build Trust With Your Customers

A well-written terms of use policy helps set your customers’ expectations, which increases trust between you and your users.

People today expect to see a terms of use agreement on your website or app. If you don’t post one, you risk losing customers to competitors with more transparent legal policies.

You can easily create your own policy by downloading and using our free terms of use template for websites like yours.

Most Common Clauses in a Terms of Use Agreement

The specific clauses you’ll need to put in your terms of use agreement depend on the type of business you conduct.

That being said, below we go over the most common clauses found in terms of use policies.

Introduction

The introductory clause of your terms of use agreement sets the expectations for your users by defining what the agreement is for and who it covers.

In the sample terms of use introduction clause below from Walmart, they include a list of clearly defined terms they use throughout their policy.

Walmart terms of use

Prohibited Use and Activities

The prohibited or acceptable use clause in your terms of use agreement outlines all rules your users must follow when accessing your services.

Here is where you can list and ban behaviors and activities like:

Obscene, crude, or violent posts
False or misleading content
Breaking the law
Spamming or scamming the service or other users
Hacking or tampering with your website or app
Violating copyright laws
Harassing other users
Stalking other users

If your website or app gives users a lot of control and freedom while using your services, consider putting multiple use clauses within your terms of use.

The highlighted text below features a terms of use sample from Etsy and represents one of their three different acceptable and prohibited use clauses.

Etsy terms of use

The clause above explains Etsy’s rules for account creation, but they also have a clause covering their guidelines for the content users post and another clause about the general use of their services.

If needed, you can customize the clauses within your terms of use similarly to Etsy so you can include all relevant rules and regulations for your unique business.

However, you can also separate these rules into a standalone acceptable use policy (AUP) document, so it’s easier to share with your users.

Your AUP is still part of your terms of use agreement, but by formatting the rules into their own shareable policy, you can give this information to your users faster and more efficiently.

Termination and Suspension

Your terms of use agreement’s termination clause outlines your rights to suspend, remove, or terminate user profiles and accounts.

We recommend keeping the guidelines within this clause broad, giving you more wiggle room to manage user accounts that break your rules.

Below, see a sample of a website terms of use agreement from Mailchimp explaining their account termination and suspension process.

Mailchimp terms of use

Intellectual Property Rights

As a business owner, you probably have images, videos, branding, and content you own and want to protect, which you can outline in a property rights clause within your terms or use.

List out all materials your company owns the rights to, like:

Names
Logos
Patents
Videos
Images
Designs

You should also explain if or how these materials can legally be reused, reprinted, or duplicated by any third parties and might consider including a copyright disclaimer.

Read how Walmart communicates their intellectual property rights in the sample terms of use agreement below.

Walmart terms of use agreement

Privacy

You should link to your privacy policy directly in your terms of use agreement, especially if your company falls under data privacy laws like the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA).

The highlighted text below shows how Etsy links to their privacy policy in multiple spots throughout their terms of use agreement.

Etsy links privacy policy terms of use agreement

It’s important to note that there are other requirements you must follow to remain compliant if your company falls under those data privacy laws, so read our comprehensive guide to learn the differences between a privacy policy and terms of use agreement.

Pricing and Payments

Your terms of use document is a great place to outline the rules around pricing and payments that you expect your customers to follow.

Tell your users what types of currency you take, what payment methods are accepted, and what happens if they miss a payment.

If your company focuses on selling products that you ship directly to your customers, you should also include links to other policies within this clause outlining those customer services, including any of the following that your company might use:

Below, find a terms of use sample from Craigslist showcasing their simple, succinct pricing and payments clause.

Craigslist terms of use

Promotional Codes and Product Information

If you sell products online, you know how difficult it is to ensure the information is always accurate and up to date.

You can use this clause to explain to your users that your company is not responsible for any product discrepancies and state that you can end or refuse sales or promotions at any time without notice.

In the terms of use example below, the highlighted text shows how Walmart reserves the right to end promotional codes without notice.

Walmart reserves the right to end promotional codes

Limitations of Liabilities

One of the most important clauses in your terms of use agreement is your limitation of liabilities clause.

A limitation of liability is a statement from your company exclaiming that you’re not responsible for damages your users may suffer from accessing your services. It’s in your best interest to keep this clause as broad as legally possible.

Below is another example clause from Etsy’s terms of use policy.

Etsy clause terms of use policy

This clause often features a lot of confusing jargon and legalese, so we appreciate Etsy’s use of plain language to discuss the issues and potential damages outside their legal responsibilities.

User Contributions

A user contributions clause outlines the rules your users must follow when posting something to your website or app. Here, you can also inform your users about what rights they retain over that content.

Below, see how Etsy communicates this clause to their users within their terms of use policy.

Etsy clause to their users within their terms of use policy

Third-Party Links

If you use external links on your website or app, include a clause in your terms of use policy stating that you are not responsible for the content or materials posted on those pages.

The highlighted text in the example terms of use below comes from Microsoft.

Microsoft terms of use

Dispute Resolution or Governing Laws

A dispute resolution clause explains to your users what process your company follows in response to conflict or controversies that arise regarding your terms of use.

The three most common options for dispute resolution are:

In court: Explain what courts handle the case, the location of the court, and any applicable governing laws
Binding arbitration: Mention what mediator settles the dispute, where the arbitration takes place, how fees are handled, what the process looks like, and what governing laws apply
Informal negotiations: State the timeline for the negotiations and clearly outline what the process looks likes

Below, read how Mailchimp explains the informal negotiations they use if disputes arise.

Mailchimp informal negotiation

Changes or Amendments to the Agreement

Your terms of use agreement is not a fixed policy; it should change with your business to reflect your most current rules and procedures.

You should outline your process for how these policy changes will occur directly in your terms of use and state how you’ll communicate the changes with your users.

See an example of this clause below from Mailchimp.

Mailchimp example of this clause

Company Contact Information

It’s in your best interest to include your company contact information at the end of your terms of use agreement because you want your users to reach you if they have questions or wish to report a breach of the policy.

Below, see how Walmart shares an email address, mailing address, and multiple telephone numbers that users can use to ask questions about their terms of use.

Walmart ask questions about their terms of use

Where To Display Your Terms of Use

When it comes to displaying your terms of use agreement, you should link to it in multiple locations throughout your website or app to ensure your users can always find it.

There are several common places where you should link to your terms of use, which we cover thoroughly in the next section.

Website Footer

The website footer is the most common place you can find links to terms of use agreements, and for a good reason — your users will be able to access the policy no matter what page of your website they’re on.

Below, see an example of a terms of use linked in the footer of Walmart’s website.

Walmart website terms of use linked in the footer

Account Creation Page

If your website or app allows users to create profiles, you want to ensure they have access to the rules and expectations they must follow before they make their account.

Keep your customers informed by embedding a link to your terms of use directly on your new account creation page, which gives them a chance to read and agree to the policy.

The example below shows how Etsy links to their terms of use whenever someone creates a new profile.

Etsy clause to their users within their terms of use policy

Payment Page

It’s a good idea to link to your terms of use agreement on your payment screens, that way, your users know what rules, processes, and procedures affect them during the purchasing process.

You might also consider including a link to the policy in your promotional emails, order confirmation emails, and shipment tracking pages.

See how Best Buy includes their terms of use on their payment screen in the example below.

Best Buy terms of use payment screen

Privacy Center

You should link to your terms of use agreement in your privacy center.

A privacy center is a section on your website or app that holds all your privacy compliance documents, legal agreements, and any other policies you want your users to easily find and read.

In the screenshot below, see how Facebook organizes their privacy center using eye-catching images and conversational writing.

If you haven’t created one for your website yet, check out our guide covering all you need to know about privacy centers.

We recommend you link to your privacy center in your website footer, like Facebook in the example below.

How To Enforce Your Terms of Use Agreement

For your terms of use to be enforceable, your users must read, understand, and agree to it.

You can cover the first part of user consent by writing your terms of use in a way that’s easy to understand and posting it in multiple spots throughout your website or app.

To get your users to agree to the policy, try both clickwrap and browsewrap methods of consent, which we cover in more detail below.

Direct Consent or Clickwrap Consent Methods

One way to get your users to agree to your terms of use document is by asking them to select a checkbox to show they’ve read and agree to your policy, this is known as the clickwrap method of consent.

The clickwrap method is considered direct consent because your users are aware that selecting the checkbox means they agree to your terms, which is easier to hold up in court than implied consent methods.

Below, see how the clothing store American Eagle uses the clickwrap consent method for their terms of use agreement.

American Eagle clickwrap consent method terms of use agreement

Implied Consent or Browsewrap Consent Methods

Another way you can enforce your terms of use is by using browsewrap consent, which means your users agree to your policy by taking an action.

Usually, browsewrap consent is written in the introduction of a terms of use document and expresses that anyone who uses your services agrees to the policy. But you can also phrase it oppositely and state that if someone does not agree to your terms, they cannot use your website or other services.

In the screenshot below, read how Apple uses browsewrap consent in their terms of use.

Apple browsewrap consent terms of use

Implied consent is typically enough to enforce your terms of use agreement. However, it can be tricky to hold up in court because of its ambiguity. Your website users could argue that they never realized they agreed to a policy by using your website or app.

To best protect your business, we recommend you use both clickwrap and browsewrap consent methods to enforce your terms of use agreement.

Terms of Use Examples

In the next section, we look at two real-life examples of terms of use policies from larger companies to help inspire you while you work on making your own.

American Eagle’s Terms of Use

A great example of a terms of use policy that is easy to find, navigate through, and understand comes from the clothing brand American Eagle.

Not only do they link to their policy in the footer of their website, payment page, and their new account creation portal, but they also include multiple points of contact for users who may have questions, comments, or concerns about their agreement, as seen in the example below.

American Eagle terms of use policy

We also like how American Eagle consistently links to other relevant policies throughout their terms of use, as shown below in the screenshot.

American Eagle relevant policies terms of use

Like American Eagle, you should put links to your other policies throughout the different clauses in your terms of use, that way your users can always access the right documents and agreements.

Disney’s Terms of Use

Another great sample terms of use statement for websites comes from Disney.

They make it as easy as possible for their global customer base to access, read, and understand their policy by linking to different languages right in the introductory clause, see below.

Disney terms of use statement for websites

All of the red text in Disney’s terms of use are live links that lead to other versions of the same agreement or allow users to download and keep a copy of the document.

In the case of Disney’s terms of use table of contents, pictured below, the live links jump the user directly to the associated clause.

Disney terms of use table of contents

Even though Disney’s clauses are long, they are written in simple terms and are very thorough, like their property rights clause pictured below.

Disney property rights clause

When you go to make your own terms of use policy, remember to format it in a way that is easy for your users to navigate through by using a table of contents and clearly titled clauses.

Tips for Having a Good Terms of Use

In the next section, we cover some quick and easy tips you can follow to ensure you have a good terms of use agreement for your website or app.

Make Your Terms of Use Easy to Read

When users read your terms of use policy, you want them to understand what they’re agreeing to. You should write your terms of use in a simple, straightforward way and avoid unnecessary jargon.

Some companies summarize important clauses for their users in plain language, which you might consider adding to your agreement.

If you choose to write your own policy, check out our guide on how to write terms of use for some helpful advice. Or you can download and customize our terms of use template for websites and apps for free.

Include Relevant Clauses in your Terms of Use

A terms of use policy varies drastically from one business to the next, so be sure to include the clauses that are most relevant to your website or app.

For example, if you allow users to post content and interact with one another on your website, you should include a user contribution clause in your terms of use. However, this clause may be unnecessary if your website only sells retail goods and does not allow users to post or share anything.

You should try to be extra thorough with the clauses in your terms of use policy, though, so you don’t accidentally leave something out.

Don’t Plagiarize Your Terms of Use

No matter what you do, don’t copy someone else’s terms of use policy. Not only will their agreement not cover all the rules your website or app requires, but legal agreements are copyrighted.

Copying someone else’s terms of use is considered plagiarism and is not worth the risk, especially when you can use a free terms of use agreement template instead.

Why Use a Terms of Use Template?

A free terms of use website or app template is a great resource for business owners like you because it simplifies the process of making such a complicated policy, which saves you time and money.

Our free terms of use template has some of the writing completed for you and even includes the most common clauses that you can pick and choose from while customizing your agreement.

Some templates, like ours, are designed to be simple to read, which is ideal because users must be able to consent to the policy.

Terms of Use FAQ

For your convenience, we answered some of the most frequently asked questions we get about terms of use policies below.

What is a terms of use agreement?

Your terms of use agreement:

Outlines the rules your users are expected to follow when using your services
Establishes your intellectual property rights
Limits your liabilities
Outlines your dispute resolution process.

To put it another way, your terms of use policy gives you more control over your website or app and helps you legally enforce certain policies.

Do I need a terms of use for my website?

While it’s not required by law, you need a terms of use for your website so your company isn’t held liable for your customers’ actions, and to maintain your property rights and establish other liability limits.

Do I need a terms of use for my app?

Even though a terms of use is not required by law, you need one for your app to establish and enforce the rules your customers must follow and outline your property rights, liability limits, and dispute resolutions.

What clauses should every terms of use include?

The clauses you include in your terms of use agreement depend on what type of business you conduct, however, most terms of use policies have some or all of the following clauses:

Introduction
Prohibited or acceptable uses
Account Termination and Suspension
Property Rights
Products and Promotional Information
Payments and Pricing
User Contributions
Limitation of Liability
Privacy Agreements
Third-party Links
Amendments and Changes to the Agreement
Governing Law or Dispute Resolution
Company Contact Information

Sample Terms of Use For Website [Download Free Terms of Use]

You can download our free terms of use template below in Word Doc, PDF, or Google Doc format. You can also just copy & paste the HTML directly to your website.

Before using it, read through the entire terms of use template – fill in all of the [brackets], remove any sections that do not apply to your app, and tweak any language as needed.

Terms of Use Template [Text Format]

Last updated [Date]

AGREEMENT TO TERMS

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and [business entity name] (“we,” “us” or “our”), concerning your access to and use of the [website name.com] website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you

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Terms of Use Template HTML

You can copy our terms of use template HTML code or download it using the options below.

Last updated [Date]
AGREEMENT TO TERMS
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and [business entity name] (“we,” “us” or “our”), concerning your access to and use of the [website name.com] website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).
You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.
We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
These terms and conditions were created by Termly's <a href="https://termly.io/products/terms-and-conditions-generator/">Terms and Conditions Generator</a>.
Option 1: The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to register for the Site.
Option 2: [The Site is intended for users who are at least 13 years of age.] All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms and Conditions prior to you using the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.
The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that:
[(1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary;]
(3) you have the legal capacity and you agree to comply with these Terms and Conditions;
[(4) you are not under the age of 13;]
(5) not a minor in the jurisdiction in which you reside [, or if a minor, you have received parental permission to use the Site];
(6) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
(7) you will not use the Site for any illegal or unauthorized purpose;
(8) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
<ol>
<li>systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.</li>
<li>make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.</li>
<li>use a buying agent or purchasing agent to make purchases on the Site.</li>
<li>use the Site to advertise or offer to sell goods and services.</li>
<li>circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.</li>
<li>engage in unauthorized framing of or linking to the Site.</li>
<li>trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;</li>
<li>make improper use of our support services or submit false reports of abuse or misconduct.</li>
<li>engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.</li>
<li>interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.</li>
<li>attempt to impersonate another user or person or use the username of another user.</li>
<li>sell or otherwise transfer your profile.</li>
<li>use any information obtained from the Site in order to harass, abuse, or harm another person.</li>
<li>use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.</li>
<li>decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.</li>
<li>attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.</li>
<li>harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.</li>
<li>delete the copyright or other proprietary rights notice from any Content.</li>
<li>copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.</li>
<li>upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.</li>
<li>upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).</li>
<li>except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.</li>
<li>disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.</li>
<li>use the Site in a manner inconsistent with any applicable laws or regulations.</li>
<li>[other]</li>
</ol>
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").
Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
<ol>
<li>the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.</li>
<li>you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms and Conditions.</li>
<li>you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms and Conditions.</li>
<li>your Contributions are not false, inaccurate, or misleading.</li>
<li>your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.</li>
<li>your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).</li>
<li>your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.</li>
<li>your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.</li>
<li>your Contributions do not violate any applicable law, regulation, or rule.</li>
<li>your Contributions do not violate the privacy or publicity rights of any third party.</li>
<li>your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.</li>
<li>your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;</li>
<li>your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.</li>
<li>your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms and Conditions, or any applicable law or regulation.</li>
</ol>
Any use of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site [or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts], you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site.
You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria:
(1) you should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
(4) your reviews should not contain references to illegal activity;
(5) you should not be affiliated with competitors if posting negative reviews;
(6) you should not make any conclusions as to the legality of conduct;
(7) you may not post any false or misleading statements;
(8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.
We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
Use License
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms and Conditions.
You shall not:
(1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
(2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
(3) violate any applicable laws, rules, or regulations in connection with your access or use of the application;
(4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
(5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
(6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
(7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
(8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail;
(9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site:
(1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms and conditions;
(2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms and Conditions or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
(4) 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;
(5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms and Conditions against you as a third-party beneficiary thereof.
SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site.
Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.
You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site.
You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
ADVERTISERS
We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements.
Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.
[As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues.] We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
SITE MANAGEMENT
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms and Conditions;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy [CLICK HERE]/posted on the Site]. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States.
If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
[Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.]
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
Notifications
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”).
A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information:
(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site;
(3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
(5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
Counter Notification
If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”).
To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:
(1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
(2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located;
(3) a statement that you will accept service of process from the party that filed the Notification or the party's agent;
(4) your name, address, and telephone number;
(5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
(6) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.
Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
[Name]
Attn: Copyright Agent
[Address]
[City, State Zip]
[email]
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.]
TERM AND TERMINATION
These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
GOVERNING LAW
These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of [name of state] applicable to agreements made and to be entirely performed within the State/Commonwealth of [name of state], without regard to its conflict of law principles.
DISPUTE RESOLUTION
Option 1: Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in [name of county] County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than ______ years after the cause of action arose.
Option 2: Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least ______ days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website <a href="https://www.adr.org">www.adr.org</a>.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. [If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses.]
The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party.
The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in [name of county] County, [name of state].
Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in [name of county] County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than _____ years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Option 3: Binding Arbitration
To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms and Conditions (each a "Dispute" and collectively, “Disputes”), any Dispute brought by either you or us (individually, a “Party” and collectively, the “Parties”) shall be finally and exclusively resolved by binding arbitration.
YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website <a href="https://www.adr.org">www.adr.org</a>.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. [If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses.]
The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in [name of county] County, [name of state]. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in [name of county] County, [name of state], and the Parties hereby consent to, and waive all defenses of lack of, personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms and Conditions. In no event shall any Dispute brought by either Party related in any way to the Site or Services be commenced more than ______ years after the cause of action arose.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Option 2/Option 3: Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Option 2/Option 3: Exceptions to [Informal Negotiations and] Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning [informal negotiations and] binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
[NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO [THE LESSER OF] [THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE [_________] MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING [OR] [$_________]. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.]
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) [your Contributions]; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.
You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
[Corporate Name]
[Corporate Address]
[Corporate Phone Number]
[Corporate Fax Number]
[Email Address]

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Summary

A terms of use is a valuable resource that can help you maintain power over your website or app and pursue proper legal action if anyone tries to take advantage of your services. Your terms of use page also helps minimize liabilities, protects intellectual property, and assists with legal disputes.

By clearly outlining all rules and prohibited activities for your website, you are properly setting your users’ expectations, increasing trust and transparency.

More about the author

Written by Masha Komnenic CIPP/E, CIPM, CIPT, FIP

Masha is an Information Security and Data Privacy Specialist and a Certified Data Protection Officer. She has been a Data Protection Officer for the past six years, helping small and medium-sized enterprises achieve legal compliance. She has also been a privacy compliance mentor to many international business accelerators. She specializes in implementing, monitoring, and auditing business compliance with privacy regulations (HIPAA, PIPEDA, ePrivacy Directive, GDPR, CCPA, POPIA, LGPD). Masha studied Law at Belgrade University, and she passed the Bar examination in 2016. More about the author

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