TheAI, Inc. (DBA Inworld AI)

TERMS OF SERVICE

Last Updated: 08/04/2022

These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications, API (defined below), and other online products and services (collectively, the “Services”) provided by Theai, Inc. (dba Inworld AI) (“Company”, “we”, “our” or “us”). By registering for, signing in, or otherwise using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 17. If you do not agree to these Terms, do not use our Services.

These Terms of Service (“Terms”) apply to your access to and use of the websites, mobile applications, API (defined below), and other online products and services (collectively,  the “Services”) provided  by Theai, Inc. (dba Inworld   AI)   (“Company”,   “we”,   “our”   or   “us”).  By registering for, signing in, or otherwise using our Services, you agree to theseTerms, including the payment and subscription renewal provisions in Section  4, and the mandatory arbitration provision and class action waiver in Section 18. If you do not agree to these Terms, do not use our Services.

We may supply different or additional terms in relation to some of our Services, including charging fees for the Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Services and to any such Organization. 

If you have any questions about these Terms or our Services, please contact us at legal@inworld.ai.

1 Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.

2 Eligibility

You must be at least 18 years of age to use our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3 Your Account, Account Security 

1. You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not authorize others to use your account credentials. You are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

4 Paid Services  

1. Our Services may include both paid-for Services (“Paid Service(s)”) and free Services, for which no fees are charged (“Free Service(s)”). We may also offer certain Paid Services to be paid for on a recurring basis (“Subscription Service(s)”) and others on an as-used basis (“A La Carte Service(s)”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes, charges, fees, levies or other assessments imposed by any domestic or foreign taxing authority (“Taxes”) (collectively, “Subscription Fee”). A La Carte Services may subject you to fees and Taxes charged per usage and/or terms, including transaction volume (“A La Carte Fee(s)” and, together with Subscription Fees, the “Paid Services Fee(s)”). We will invoice you on the first of each month for any A La Carte Fee(s) incurred during the immediately preceding month.  By using an A La Carte Service, you agree to pay the A La Carte Fee(s) within thirty (30) days from the invoice date, unless otherwise stated in an order form. Unless otherwise stated, all Paid Services Fees are exclusive of any Taxes. You are responsible and liable for determining any and all Taxes required to be assessed, incurred, collected, paid or withheld for your use of the Services.  
2. IF YOU ENTER INTO A SUBSCRIPTION SERVICE, UNLESS YOU CANCEL THE SUBSCRIPTION SERVICE BEFORE RENEWAL, BY DEFAULT (AND WITH PRIOR NOTICE TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW FOR THE AGREED UPON MONTHLY OR ANNUAL TERM, AND THE APPLICABLE SUBSCRIPTION FEE WILL BE AUTOMATICALLY CHARGED TO YOU AT THE TIME OF RENEWAL WITH AN ACTIVE PAYMENT METHOD ON FILE IN YOUR ACCOUNT.  
3. IF YOU DO NOT WANT YOUR SUBSCRIPTION SERVICE TO AUTOMATICALLY RENEW, YOU CAN CANCEL YOUR SUBSCRIPTION SERVICE AT ANY TIME PRIOR TO RENEWAL USING THIS LINK AND CLICKING THE “CANCEL SUBSCRIPTION” BUTTON, OR ON YOUR “ACCOUNT MANAGEMENT” PAGE BY CLICKING THE “CANCEL SUBSCRIPTION” BUTTON. YOU MAY ALSO CANCEL YOUR SUBSCRIPTION SERVICE BY SENDING THE FOLLOWING CANCELLATION EMAIL TO US.  
4. We may change the Paid Services Fees at any time, but any such change will not apply to you until such time as your current Subscription Service expires or is renewed.  Where a Paid Services Fee has increased, we will notify you of the relevant fee increase prior to the renewal of your Subscription Service. If you switch to a Subscription Service with higher Subscription Fees, we will restart your billing period on the date you switch to the new Subscription Service and apply a pro-rated credit of the amount not used for the old Subscription Service to the first month’s payment for the new Subscription Service.  We may establish, limit, revoke, and otherwise change credit and credit usage limits and terms at any time, in our sole discretion, with or without notice to you.
5. All financial transactions conducted for the Paid Services are made using one or more third-party payment processors we may engage from time to time.  All such transactions are governed by the payment processors’ respective terms of use and privacy policies, which we do not control. We have provided a list of our third-party payment processors and links to their respective terms of service and privacy policies HERE.  We encourage you to review our third-party payment processors’ terms of service and privacy policies before submitting your payment information.  We do not process or retain your credit card, debit card, or other payment information.  This information is used solely for the purpose of allowing you to sign up for and access and use the Paid Services. All billing information you provide to our third-party payment processor must be truthful and accurate and you represent that you are authorized to use the payment method in the manner contemplated here.  You expressly authorize us (via our third-party payment processors) to charge the payment method you provide for any Paid Services you use.  Your selection of the “Subscribe,” “Accept” or similar button on the checkout page is your electronic signature and you agree that (i) this signature is the legal equivalent of your wet or manual signature and (ii) this transaction is equivalent to an in-person transaction where your payment method is physically present. 
   
   If your payment details change, your card or other payment method provider may provide us with updated payment details. We may use these new details or details from other payment methods on file in order to help prevent any interruption to your use of the Paid Services. If you do not want to have your card or other payment method automatically updated, you can opt out of these services by contacting your financial institution. If you would like to use a different payment method or if there is a change in payment method, please send the following email to us. 
6. The billing date will depend on the type of Paid Service (e.g., monthly or annual Subscription Service) that you choose and will be charged on the billing date indicated on your “Account Management” page. In certain circumstances, your billing date may change.  For instance, if we are unable to successfully charge your card on a given day (e.g., a Federal holiday or due to technical failures).  If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled the Subscription Service, you remain responsible for any uncollected amounts for the Subscription Service as well as any A La Carte Fees, and we will attempt to charge the payment method as you may update your payment method information. We reserve the right to cancel or suspend your Service if we are unable to successfully charge your payment method for any Paid Services.
7. From time to time, we offer some users seven (7) day free trials to access some or all of the Services. Such Free Services are subject to these Terms except as otherwise stated in the free trial offer. Unless you enter into a Subscription Service or A La Carte Service agreement with us to access some or all of the Services prior to the end of your free trial period, your access to the Services will automatically terminate. 

5 User Content

1. Our Services may allow you to create and interact with one or more AI-powered virtual characters (“Character(s)”) that populate an immersive virtual reality environment (“Environment”) by providing various content to the Services (“User Content”) that is used to generate your Character(s) virtual persona and control its interactions within the Environment. User Content also includes your “chat logs” with other Characters.  For clarity, User Content excludes any content provided by the Services, such as the instructions used to call on the Service to provide Generic Character Functionality (defined below) or Generic Environment Features (defined below) that you may embed with your User Content, or any other content generated by the Services that is not provided by you. Except for the license you grant in Section 5(b), as between you and us, you retain all rights in and to your User Content. You represent, warrant and covenant that you have complied with all applicable laws in connection with your collection, use and provision of the User Content and have provided all notices, and obtained all rights and permissions required under applicable law as may be necessary for you and the Company to process the User Content and provide the Services as contemplated by this Terms. “Generic Character Functionality” means the generic functionality and features that the Services make available to tailor, interpret, create and control attributes, visuals and elements of cognition, and behavior of a Character (such as goals and motivations, manners of speech, memories and knowledge, and voice) that interacts in and with an Environment, including: (a) basic character traits and behaviors such as active, ambitious, cautious, curious, intelligent, creative, kind, empathetic, angry, sad, and any other mental, physical, or emotional trait; (b) generic character actions and interactions such as running, handshakes, smiles, jumping or other physical actions; and (c) generic character attributes and visuals such as male, female, brown hair, blue eyes, tall, short, skinny, strong, weak, and other generic physical attributes and visuals.  “Generic Environment Features” means generic visuals, graphics, and things of or in an environment, reality, or universe that the Services provide for characters to reside in and/or interact with, including without limitation generic mountains, buildings (and interiors), landscapes, elements, plants, planets, vehicles, devices, locations, universes, and other generic places, things, and materials.
2. You hereby grant to Company and its affiliates the non-exclusive, worldwide, irrevocable, royalty-free right: (i) to use User Content to provide the Services to you, including to generate and provide one or more Character(s); and, (ii) on a perpetual basis: to create, use, and disclose Anonymized Data (defined below) for any purpose; and, to use User Content to develop, maintain and improve the Services and any other products, software, and services of Company and/or its affiliates. “Anonymized Data” means any data collected in connection with the Services (including User Content) that has been aggregated and/or de-identified in such a manner such that you or any other individual cannot be identified from the data when it is shared outside of Company, its affiliates or contractors or service providers of any the foregoing.
3. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You must create a Character that complies with and remains compliant with these Terms and our then current safety requirements located within https://docs.inworld.ai/docs/. You represent and warrant that your User Content and the Character that is generated from the User Content will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content or Characters, we may delete or remove User Content or Characters at any time and for any reason with or without notice.

6 Right to use API and Services

Certain features of the Services may require you to install or interact with an application programming interface (“API”) to have a Character interact with your Environment (that must be used solely by your employees and contractors, or solely by you if you are an individual consumer).  Subject to your continuing compliance with these Terms, you may, on a non-exclusive, non-transferable, non-sublicensable, revocable basis, use the Services solely to generate Characters from the User Content and the API to have one or more Characters you have generated with the Services interact with your Environment.  Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, and we will have the right to immediately terminate the rights granted herein.

7 Prohibited Conduct and Content

8 Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, Generic Character Functionality, Generic Environment Features, and any other content contained or generated therein, including any Character and its operation (other than the User Content used to generate the Character) are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. 

9 Trademarks

Our trademarks and our logos, our product or service names, our slogans and the look and feel of the Services are our intellectual property and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. 

10 Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “Feedback”). You hereby grant to Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and otherwise exploit the Feedback. You understand that we may treat Feedback as nonconfidential. 

11 Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify our designated agent as follows:

Copyright Agent
Theai, Inc. (DBA Inworld)
1975 West El Camino Real
Suite 300
Mountain View, CA  94040
‍legal@inworld.ai

Please see 17 U.S.C. § 512(c)(3)512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to us for certain costs and damages.

12 Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. We do not control or endorse, and make no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

13 Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Company Parties of any third-party Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Company Parties will have control of the defense or settlement, at Company's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.

14 Disclaimers

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, OUR SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE WE ATTEMPT TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

15 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND THE OTHER COMPANY PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF WE OR THE OTHER COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY AND THE OTHER COMPANY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $5.00 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES IN THE TWELVE MONTHS PRIOR TO THE FIRST TIME YOU BRING A CLAIM UNDER THESE TERMS. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR OUR OR THE OTHER COMPANY PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

16 Release

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE COMPANY AND THE OTHER COMPANY PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES. IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

17 Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

18 Dispute Resolution; Binding Arbitration

Please read the following section 18 carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial. 

• No Representative Actions. You and Company agree that any dispute arising out of or related to these Terms or our Services is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
• Arbitration of Disputes. Except for disputes in which you or Company seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Company waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Company you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Company by email at legal@inworld.ai or by certified mail addressed to 800 W El Camino Real Suite 180, Mountain View, CA 94040. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Company cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in [county, state] unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 18, a “consumer” means a person using the Services for personal, family or household purposes.  You and Company agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. 
• You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. 
• The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.  The arbitrator, Company, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. 
• You and Company agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and Company agree that the state or federal courts for San Francisco, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. 
• Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Company will not have the right to assert the claim.
• You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 18 by sending an email to legal@inworld.ai. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.
• If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 18 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable. 

19 Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States for San Francisco, California. 

20 Modifying and Terminating our Services; Survival

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services to you at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.  Notwithstanding anything to the contrary herein, Sections 4(a) (solely with respect to your obligation to pay us any and all Paid Services Fees incurred prior to deactivation, termination, expiration or cancellation of your account, subscription, agreement, and/or relationship with us), 4(e), 4(f), 4(g), 5, 8, 9, 10, 13, 14, 15, 16, 18, 19, 21 and 22 will survive deactivation, termination, expiration and cancellation of your account, subscription, agreement and/or relationship with us.

21 Severability

Each provision contained in these Terms constitutes a separate and distinct provision severable from all other provisions.  If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision.  Any provision (or part thereof) that cannot be so amended will be severed from this Terms; and, all the remaining provisions of this Terms will remain unimpaired. 

22 Miscellaneous

• The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect.  Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. 
• Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.