GlasToken Terms of Service

Wired Ivy Terms of Service

Last Updated: June 14, 2023

Welcome, and thank you for your interest in Wired Ivy, Inc. ("Wired Ivy", "we," or "us") and our website at www.Wired Ivy.com (or www.Wired Ivy.ai), along with our related websites, networks, applications, desktop applications, mobile applications, and other services provided by us, (collectively, the "Service"). These Terms of Service are a legally binding contract between you ("you" or "User") and Wired Ivy regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING Wired Ivy’S PRIVACY POLICY AND AI TERMS (TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND Wired Ivy’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Wired Ivy AND BY YOU TO BE BOUND BY THESE TERMS.

PARENTAL CONSENT. IF YOU ARE UNDER 18 YEARS OF AGE (A "MINOR"), YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN’S PERMISSION TO USE THE SERVICE, AND YOU MAY ONLY USE THE SERVICE UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS ON YOUR BEHALF, INCLUDING ALL DISCLAIMERS, WAIVERS AND RELEASES.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 20, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Wired Ivy ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 20.)

Wired Ivy Overview. Wired Ivy offers an entertainment platform that gives (a) artist creators ("Creators") access to a suite of tools to provide exclusive experiences virtually or in person ("Events") and make available limited Creator content ("Creator Content") to a Creator’s fans ("Fans") and (b) Fans the ability to engage with Creators and their Creator Content. For example, Fans demonstrating ownership of certain tokens, including, but not limited to, non-fungible tokens ("NFTs"), social tokens ("Social Tokens"), or other digital items may be granted access to Events hosted by various Creators and host collaborators ("Hosts") via the Service. Creators, Hosts, and Fans are each referred to in these Terms as a "User" of the Service and, collectively, as "Users". Wired Ivy also offers a unique collection of digital artwork NFTs running on the Ethereum network that serve as a gateway to your access to exclusive services and Events made available by Wired Ivy and its partners and collaborators.
Eligibility. If you are a Fan, you must be at least 13 years old to use the Service. If you are a Creator, you must be at least 16 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (1) if you are a Creator, you are at least 16 years old and your parent or guardian agrees to these Terms on your behalf and will supervise your use of the Service; (2) if you are a Fan, you are at least 13 years old and your parent or guardian agrees to these Terms on your behalf and will supervise your use of the Service; (3) you have not previously been suspended or removed from the Service; and (4) your registration and use of the Service is in compliance with any and all applicable laws and regulations. If you are a parent or the legal guardian of a Minor accepting these Terms on the Minor’s behalf, you represent and warrant that you have the legal authority to bind the Minor to these Terms and you also agree to be bound by these Terms. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
User Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You are prohibited from sharing your account information and access to the Service through your account with others; provided that if you are a Creator, you may share your account information with professional staff in charge of managing your account; provided, further, that such professional staff agree to be bound by these Terms. We may suspend or terminate your account if we believe you have shared your account information with a third party. If you believe that your account is no longer secure, then you must immediately notify us at support@Wired Ivy.com. We reserve the right, in our sole discretion, to disallow, cancel, remove, or reassign usernames, without liability to you or any third party, and with or without prior notice to you.
Creator Accounts. Wired Ivy may allow certain Users to engage with Fans on the Service through various tools, features, and functionalities ("Creator Tools") that Wired Ivy makes specifically available to Users with "Creator" accounts, through the Creator portal on the Service. Creators may also receive a revenue share or other payment for the sale or licensing of certain of their Creator Content, as further set forth in the Wired Ivy Creator Payment Terms. Creator accounts are only available via invite by Wired Ivy, which may be through email or other electronic communication or through a notification on the Platform. In addition to accepting the invite to enable a Creator account, you must also link your Social Media Account (defined below) to the Service as further set forth in Section 11.3 of these Terms. Use of Creator accounts and the Creator Tools may be subject to additional terms and conditions ("Additional Terms"), as set forth in these Terms or otherwise made available by Wired Ivy from time to time.
Electronic Wallet Terms.
1. The following terms in this Section 5 apply to Fans.
2. In order to access certain Events on the Service, you will need to use a supported electronic wallet through Wired Ivy or a third party (e.g., MetaMask) (a "Supported Electronic Wallet"), which the Service will use to verify your ownership of certain NFTs and Social Tokens. Further, in order to access certain Events on the Service, we may verify your identity, profile, and ownership of certain Social Tokens via a third-party service. You authorize Wired Ivy to access your Supported Electronic Wallet for the purpose of verifying your ownership of NFTs and Social Tokens.
3. Wired Ivy does not assume any liability with respect to any Supported Electronic Wallet. By connecting a third-party Supported Electronic Wallet to the Service, you agree to abide by the terms and conditions of the applicable Supported Electronic Wallet provider. You must familiarize yourself with the terms of use, technology, and security protocols of any Supported Electronic Wallet. You are solely responsible for maintaining the security of your Supported Electronic Wallet, including your credentials, private key, and/or seed phrase. We are in no way liable for any acts or omissions by you in connection with your Supported Electronic Wallet or as a result of your Supported Electronic Wallet being compromised. You should make contingency plans with respect to your Supported Electronic Wallet in the event of your death or incapacity, otherwise you (and your executor, guardian, or heirs) may lose access to your Supported Electronic Wallet, your account on the Service, and your NFTs.
4. Hackers may seek to access your Supported Electronic Wallet through multiple means, including, but not limited to, phishing and other fraudulent communications. Wired Ivy WILL NEVER PROVIDE A LINK TO ANY NFTS OR PROMOTIONS TO ACCESS NFTS ON DISCORD OR TWITTER, AND YOU SHOULD NEVER CLICK ON ANY LINK THAT APPEARS SUSPICIOUS, EVEN IF THE LINK APPEARS TO ORIGINATE FROM Wired Ivy. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES THAT ARISE FROM YOUR CLICKING ON ANY LINKS FROM A THIRD PARTY, EVEN IF SUCH THIRD PARTY APPEARS TO BE Wired Ivy, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES ARISING FROM THE THEFT OR UNAUTHORIZED USE OF YOUR CREDENTIALS.
5. You represent to Wired Ivy that your account on any Supported Electronic Wallet used by you in connection with Wired Ivy’s verification of your ownership of certain NFTs and Social Tokens is owned or, subject to Section 3, controlled exclusively and directly by you and no other person. Wired Ivy does not endorse, approve of, or take any responsibility in determining any particular NFT or Social Token’s value or make any warranty about the suitability of any NFT or Social Token for ownership or buying or selling to a third party for their use instead of yours. Your NFTs and Social Tokens may have no value at all or, if they have value, drop in value for many reasons, and Wired Ivy will have no responsibility for determining value or making up any losses in value to you.
6. If you transfer an NFT or Social Token, you may no longer be able to take advantage of the access provided by that NFT or Social Token, if any. If you acquire access to a Supported Electronic Wallet or obtain possession of NFTs or Social Tokens through fraud, deception or other unauthorized means, then Wired Ivy reserves the right to block access to such Supported Electronic Wallet, NFTs or Social Tokens through any lawful means available to Wired Ivy.
7. Wired Ivy retains the right, in its sole discretion, to determine at any time whether to support, or not support, certain NFTs or Social Tokens to be used in connection with the Service. Wired Ivy may discontinue or terminate support for any NFT or Social Token at any time, for any or no reason, and without any liability to you. Wired Ivy will make reasonable efforts to provide advance notification of any termination or discontinuation of support of an NFT or Social Token. Wired Ivy will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any NFTs or Social Tokens.
General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars, unless otherwise specified, and are non-refundable.
1. Price. Wired Ivy reserves the right to determine pricing for certain functionality offered via the Service as Wired Ivy may make available or change from time to time in its sole discretion. Wired Ivy will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Wired Ivy may change the fees for any feature of the Service, including additional fees or charges, and Wired Ivy will provide you advance notice of such changes before they apply. Wired Ivy, at its sole discretion, may make promotional offers with different features and different pricing to any of Wired Ivy’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
2. Authorization. You authorize Wired Ivy and its third-party payment processors to charge all sums for the orders that you make and any tier of the Service you select as described in these Terms or published by Wired Ivy, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Wired Ivy or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you are a Fan, you acknowledge and agree that Wired Ivy may choose to share a portion of the payments that you provide to Wired Ivy for your use of different tiers or features of the Service with Creators who host Events.
3. Delinquent Accounts. Wired Ivy may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.
4. Refunds for Cancelled Events. If a Creator cancels an Event for which a Fan purchased a Social Token to attend, unless otherwise set forth in these Terms or applicable Additional Terms, (a) Wired Ivy will refund the purchase price minus one dollar (USD$1.00) to the original payment method used for such purchase, and (b) the Fan may keep the Social Token. Further, unless otherwise set forth in these Terms or applicable Additional Terms, a Fan may request a refund up to seven (7) days prior to an Event by contacting Wired Ivy at support@Wired Ivy.com. Wired Ivy will not provide any refunds for any Event that a Fan attends or any Event that occurs and is not cancelled as described above for which such Fan purchased a Social Token but did not attend, regardless of the reason for non-attendance.
Licenses
1. Limited License. Subject to your complete and ongoing compliance with these Terms, Wired Ivy grants you, solely for your personal, non-commercial use (except as expressly permitted in these Terms), a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or desktop application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile or desktop device by the device manufacturer) on a mobile or desktop device that you own or control; and (b) access and use the Service.
2. License Restrictions. Except as expressly authorized by Wired Ivy and except and solely to the extent such a restriction is impermissible under applicable law, you may not, and may not attempt to: (a) reproduce, distribute, publicly display, or publicly perform the Service and any content made available on or through the Service, including, but not limited to, Events (collectively, the "Offering"); (b) make modifications to the Offering; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, or attempt to derive the source code of the Service; (e) sell, resell, license, rent, lease, timeshare, or act as a service bureau or provide subscription services for the Offering or any part thereof; or (f) make any other use of the Offering, Materials (defined below), or any other content provided by Wired Ivy or its Users on or through the Service, including any data concerning other Users of the Service, except as expressly authorized by Wired Ivy in these Terms. If you are prohibited under applicable law from using the Service, you may not use it.
3. Feedback. If you choose to provide ideas, input or suggestions during or about any Events or regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Wired Ivy an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, sublicensable, transferable, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any obligation of attribution or compensation to you for such Feedback.
User Content
1. Your Rights to User Content. YOU RETAIN ALL RIGHTS YOU HOLD IN ANY USER CONTENT THAT YOU POST TO THE SERVICE SUBJECT TO THE RIGHTS THAT YOU GRANT IN THESE TERMS AND ANY SEPARATE AGREEMENT ENTERED INTO BETWEEN YOU AND Wired Ivy.
2. License to Wired Ivy.
  1. By turning on or otherwise enabling your microphone and/or the camera functionality on your computer or device while you use the Service, by Posting User Content, or by otherwise using the Service, you hereby grant to Wired Ivy a non-exclusive, irrevocable (subject to Section 2 and all applicable laws), unrestricted, assignable, sublicensable (through multiple tiers), royalty-free right and license throughout the universe to reproduce, record, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), transmit, retransmit, make available, create derivative works from, monetize, and otherwise exploit and use (collectively, "Use") all User Content you Post to or through the Service by any means and through any media and formats now known or hereafter developed, with or without attribution to you and without any obligation to share any revenues or any consideration or value derived from the Use of your User Content, for the purposes of: (i) advertising, marketing, and promoting Wired Ivy, the Service and the availability of content on the Service, including Events and any content you Post to the Service; (ii) displaying and sharing your User Content, including NFTs or Social Tokens that you own or have the right to display on the Service, to other Users of the Service and on third-party services; (iii) allowing other Users to interact with and comment on your User Content as permitted by these Terms and the functionality of the Service; (iv) providing the Service as authorized by these Terms; and (v) sublicensing your User Content to third-party licensors of Wired Ivy for their Use of your User Content on and through all distribution channels now known or hereafter created.
  2. You further grant Wired Ivy a royalty-free, sublicensable (through multiple tiers), transferable, irrevocable, license (but not the obligation) to Use your user name, image, voice, and likeness to identify you within or as the source of any of your User Content and to promote the availability of your User Content, including, without limitation, your Creator Content and Events, on the Service and in any and all media now known or hereafter created for purposes of advertising, marketing, or promoting the Service.
  3. You must not Post any User Content on or through the Service or transmit to Wired Ivy any User Content that you consider to be confidential or proprietary. Any User Content Posted by you to or through the Service or transmitted to Wired Ivy will be considered non-confidential and non-proprietary, and treated as such by Wired Ivy, and may be Used by Wired Ivy in accordance with these Terms without notice to you and without any liability to Wired Ivy.
  4. For the avoidance of doubt, the rights granted in Sections 9.3(a) through 9.3(c) include, but are not limited to, the right to: (i) reproduce audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; (ii) publicly display audiovisual works; (iii) publicly perform and communicate to the public audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; and (iv) provide closed captioning or dubbing of alternative languages for any User Content, in each instance of clauses (i) through (iv) on a royalty-free basis. This means that you are granting Wired Ivy the right to Use your User Content without the obligation to pay royalties to any third party (unless otherwise expressly agreed to by Wired Ivy with such third party in writing), including, but not limited to, an NFT or Social Token copyright owner, a videogame copyright owner, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a "PRO"), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
3. You Must Have Rights to the Content You Post. You must not Post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service in compliance with the grant of rights set forth in Section 9.3, including, but not limited to, the name, image, voice, likeness and other personal characteristics of any individual visible or otherwise identifiable in any User Content and any audiovisual works, sound recordings, musical works, or other third-party content embodied in any User Content, including but not limited to, NFTs, Social Tokens, Events, and Creator Content. Unless you have received prior written authorization from the applicable third party(ies), you must not Post any User Content that contains any pre-released content or non-public beta software, content or any confidential information of Wired Ivy or any third party. In addition, if you only own the rights in and to a sound recording or an audiovisual work, but not to the underlying musical works embodied in such sound recording or audiovisual work, then you must not Post such sound recording or audiovisual work to the Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to Wired Ivy under these Terms. You represent and warrant that: (a) you own the User Content Posted by you on the Service or otherwise have the right to grant the license set forth in these Terms; (b) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party, including, but not limited to, the rights of any person visible in any of your User Content; (c) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (d) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party; (e) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and (f) your User Content and provision of such User Content will comply with all applicable laws, rules, and regulations. Except as set forth in any separate agreement between Wired Ivy and a third party governing the guest appearance of such third party in an Event that provides payment terms to the contrary, you agree to pay all monies owing to any person resulting from Posting your User Content on the Service, including from Wired Ivy’s exercise of the license set forth in Section 9.3.
4. Specific Rules for Musical Works, Sound Recordings, and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher enter into this Agreement with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label. If you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of such musical work to the Service. Finally, you are solely responsible for clearing the rights to any ambient or background music that is included or audible in any User Content you Post to the Service.
5. Through-To-The-Audience Rights. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of External Sites (defined below) will not have any separate liability to you or any other third party for User Content Posted, viewed, or otherwise used on such External Sites via the Service.
6. Waiver of Rights to User Content. Except as set forth in a written and signed agreement entered into between you and Wired Ivy in addition to these Terms, by Posting User Content to the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to the Service.
7. Disclaimer. WE ARE UNDER NO OBLIGATION TO USE, EDIT OR CONTROL USER CONTENT THAT YOU OR ANY OTHER USER POSTS ON THE SERVICE AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR USER CONTENT. WE DO NOT GUARANTEE THAT ANY USER CONTENT IS ACCURATE, TRUTHFUL OR APPROPRIATE FOR ITS STATED PURPOSE. Wired Ivy MAY, HOWEVER, AT ANY TIME AND WITHOUT PRIOR NOTICE, SCREEN, REMOVE, EDIT, OR BLOCK ANY USER CONTENT THAT IN OUR SOLE JUDGMENT VIOLATES THESE TERMS OR IS OTHERWISE OBJECTIONABLE, SUCH AS, WITHOUT LIMITATION, USER CONTENT THAT Wired Ivy DETERMINES IS OR COULD BE INTERPRETED TO BE ABUSIVE, BIGOTED, DANGEROUS, DEFAMATORY, FALSE, HARASSING, HARMFUL, INFRINGING, MISLEADING, OBSCENE, OFFENSIVE, PORNOGRAPHIC, RACIST, THREATENING, UNLAWFUL, VIOLENT, VULGAR, OR OTHERWISE INAPPROPRIATE. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST Wired Ivy WITH RESPECT TO USER CONTENT. YOU AGREE THAT YOUR ADHERENCE TO OR PARTICIPATION IN ANY ACTION, ACTIVITY, COMMAND, GUIDANCE, OR INSTRUCTION IN CONNECTION WITH USER CONTENT IS DONE SO AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY AND PRUDENT ACTIONS BEFORE ENGAGING IN ANY ACTIVITY THAT HAS A RISK OF HARM, INJURY OR DAMAGE TO ANY PERSON, ANIMAL, OR PROPERTY. YOU FURTHER AGREE THAT YOU WILL HAVE NO RIGHT TO ENFORCE A CLAIM FOR A BREACH OF THESE TERMS AGAINST Wired Ivy FOR ANY OTHER USER’S USE OF YOUR USER CONTENT IN VIOLATION OF THESE TERMS. IF ANOTHER USER VIOLATES ANY RIGHTS YOU HAVE IN YOUR USER CONTENT, YOU AGREE TO SEEK RELIEF FROM SUCH OTHER USER AND NOT Wired Ivy. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.
8. FTC Endorsement Guidelines. Notwithstanding any other provision in these Terms, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any User Content, including that you will (a) make only accurate statements that represent your genuine experience with any product, good or service and (b) make all required disclosures pursuant to the Federal Trade Commission’s ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such guides may be amended from time-to-time by the FTC. Follow this link for further information on complying with the FTC’s guidance: https://www.ftc.gov/sites/default/files/documents/one-stops/advertisement-endorsements/091005revisedendorsementguides.pdf.
9. Monitoring Content. Wired Ivy does not control and does not have any obligation to monitor: (a) User Content, including, without limitation, Events, Creator Content, NFTs, and Social Tokens; (b) any content made available by third parties; or (c) the use of the Service by its Users. You acknowledge and agree that Wired Ivy reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Wired Ivy chooses to monitor the content, Wired Ivy still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of, or inability to use, content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Wired Ivy reserves the right to remove any User Content from the Service in Wired Ivy’s sole discretion, without notice, and with no further obligation or liability to any User.
10. URLs for Events. Certain features of the Service may allow a Creator to Post a URL relating to an Event hosted by Creator. Wired Ivy reserves the right to edit or remove such URLs at any time in our sole discretion without penalty or further obligation to you.
Ownership; Restrictions; Proprietary Rights; Marks.
1. Ownership; Proprietary Rights. The Service is owned and operated by Wired Ivy. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (collectively, "Materials"), Creator Content, and Events, including audiovisual and audio-only recordings and Clips (defined below) of Events, provided by Wired Ivy are protected by intellectual property and other laws. All Materials, Creator Content, and Events included in the Service are the property of Wired Ivy, Creators, or other third-party licensors of Wired Ivy or its Creators. Except as expressly authorized by Wired Ivy, you may not make use of the Materials, Events, or Clips. Wired Ivy reserves all rights to its Materials and Events and Clips not granted expressly in these Terms.
2. Marks. The Wired Ivy trademarks, service marks, and logos (collectively, the "Wired Ivy Trademarks") used and displayed on the Service are Wired Ivy’s registered and/or unregistered trademarks or service marks. Any other product and service names located on the Service (including in Events) may be trademarks or service marks owned by third parties (collectively with the Wired Ivy Trademarks, the "Trademarks"). Except as otherwise permitted by law, you may not use the Trademarks to disparage Wired Ivy or the applicable third party, Wired Ivy’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Wired Ivy’s prior express written consent. All goodwill generated from the use of any Wired Ivy Trademark will inure solely to Wired Ivy’s benefit. All goodwill generated from the use of any other Trademark will inure solely to the benefit of the owner of such Trademark.
Third-Party Terms
1. External Sites. The Service may contain links to, and/or the ability to export User Content, including, but not limited to, short recorded clips of Events ("Clips"), to, or embed content in, other websites, apps or other online properties that are not owned or controlled by Wired Ivy (collectively, "External Sites"). The content of External Sites is not developed or provided by Wired Ivy. Wired Ivy is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites, including, without limitation, when you export User Content to External Sites.
2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
3. Social Media Platform Access.
  1. While using the Site and Service, you may have the option of authorizing and granting us access to your account(s) with certain third-party social media and other services, such as Facebook, Instagram, Google Photos, Flickr, Twitter, and other External Sites with user-generated content (each, an "Social Media Platform"). By clicking "I authorize" when offered the option of granting us access to your Social Media Platform, you are authorizing and granting us access to your account(s) on a Social Media Platform and you are initiating the upload of the content on such Social Media Platform over which you have control to our Service and are authorizing the storage of such content on our Service at your direction. You further authorize and grant us the non-exclusive, worldwide, transferable, and sublicensable (through multiple tiers) commercial right, and direct us, to capture, reproduce, and otherwise Use your content stored on a Social Media Platform (which will be considered User Content once access is granted by you to Wired Ivy) by any means and through any media and formats now known or hereafter developed, either through our own Service or services provided by third parties. We are not responsible for any User Content stored on a Social Media Platform that you choose to make available to us for storage on and Use through the Service. The authorization granted herein applies on an ongoing basis. This means that any content you upload to a Social Media Platform will automatically result in the upload of such content to our Service absent your terminating the authorization granted herein. You may terminate your authorization in accordance with Section 11.3(c) below.
  2. Depending on the Social Media Platform, and privacy settings you have elected therein, personally identifiable information that you post to your Social Media Platform account(s) will be available on the Site and Service. Please note that if a Social Media Platform account becomes unavailable or a Social Media Platform terminates our access to your Social Media Platform account(s), any User Content from that Social Media Platform may no longer be available on the Site and through our Service.
  3. You have the ability to disable the connection between the Site and Service and your Social Media Platform account(s), at any time, by accessing the "Settings" section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH SOCIAL MEDIA PLATFORM, INCLUDING YOUR RIGHTS WITH RESPECT TO ANY CONTENT THAT YOU PROVIDE TO A SOCIAL MEDIA PLATFORM AND THE STORAGE OF SUCH CONTENT, IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL MEDIA PLATFORM.
Communications
1. Text Messaging. Wired Ivy and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. You may opt-out of receiving marketing and/or operational text messages at any time by (a) sending an email to support@Wired Ivy.com indicating that you no longer wish to receive such texts along with the phone number of the mobile device receiving the texts, or (b) texting the word "STOP" or "END" from the mobile device receiving the messages. You may continue to receive text messages for a short period while Wired Ivy processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality that the Service provides to you. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
2. Push Notifications. When you install our app on your mobile or desktop device, you agree to receive push notifications, which are messages an app sends you on your mobile or desktop device when the app is not on. You can turn off notifications by visiting your mobile or desktop device’s "settings" page.
3. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in the promotional email itself.
Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
2. harass, threaten, demean, embarrass, or otherwise harm any other User of the Service;
3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
4. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
5. make unauthorized recordings or screen captures of any content, including User Content, transmitted on or through the Service;
6. simultaneously livestream any Event via a third-party audio-only or audiovisual platform, including, but not limited to, Facebook Live, Instagram Live, TikTok, and Twitch;
7. interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another User of the Service; (c) collecting personal information about another User or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
8. attempt to access or search the Service or content available on the Service or download content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining, gathering, or extraction tools and the like) other than the software and/or search agents provided by Wired Ivy or other generally available third-party web browsers;
9. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission, or provide any false, inaccurate, or misleading information to Wired Ivy;
10. use the Service to Post any User Content or host any Events relating to life-saving or life-support systems, information or education, or any subject that could promote or lead to the loss of life or catastrophic property damage;
11. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10.1) or any right or ability to view, access, or use any Materials;
12. access the Supported Electronic Wallet of any User absent their consent or authorization under law;
13. attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.
Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.
1. Respect of Third-Party Rights. Wired Ivy respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on the Service.
2. Repeat Infringer Policy. Wired Ivy’s intellectual property policy is to: (a) remove or disable access to material that Wired Ivy believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on the Service; and (b) remove any User Content Posted to the Service by "repeat infringers." Wired Ivy considers a "repeat infringer" to be any User that has repeatedly infringed or repeatedly been charged with infringing the rights of third parties by Posting User Content to the Service for which Wired Ivy has received takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. Wired Ivy has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Wired Ivy’s own determination.
3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a "Notification of Claimed Infringement" containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Wired Ivy with the User alleged to have infringed a right you own or control, and you hereby consent to Wired Ivy making such disclosure. Your communication must include substantially the following:
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
  2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
  3. Identification of the specific 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 Wired Ivy to locate the material;
  4. Information reasonably sufficient to permit Wired Ivy to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
  5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    
    You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
4. Designated Agent Contact Information. Wired Ivy’s designated agent for receipt of Notifications of Claimed Infringement ("Designated Agent") can be contacted at:
  
  Via Email: copyright@Wired Ivy.com
  Via U.S. Mail:
  Attn: Copyright Agent
  Wired Ivy, Inc.
  2355 Westwood Blvd
  Unit #1555 Los Angeles, CA 90064
  +1 805-214-1221
5. Counter Notification. If you receive a notification from Wired Ivy that material you Posted on the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Wired Ivy with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Wired Ivy’s Designated Agent through one of the methods identified in Section 14.4 above and include substantially the following information:
  1. your physical or electronic signature;
  2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Wired Ivy may be found, and you will accept service of process from the person who provided notification in accordance with Section 14.4 above or an agent of such person.
    
    You should consult a lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid Counter Notification under the Copyright Act.
6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Wired Ivy in response to a Notification of Claimed Infringement, then Wired Ivy will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Wired Ivy will replace the removed User Content or cease disabling access to it in 10 business days, and Wired Ivy will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Wired Ivy’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Wired Ivy’s system or network.
7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
  
  [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Wired Ivy] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
  
  17 U.S.C. § 512(f).
  
  Wired Ivy reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
  
  For clarity, and notwithstanding anything in this Section 14 to the contrary, Wired Ivy in its sole discretion may (but has no obligation to) disclose publicly any and all Notices of Claimed Infringement and Counter Notifications.
8. Access and Use After Claims. If Wired Ivy receives a notification of claimed infringement or an order issued by a court of competent jurisdiction that an NFT, Social Token, or other digital item made available by a User on or through the Service infringes or otherwise violates the intellectual property rights of any third party, Wired Ivy may, in its sole discretion and with or without notice to you, suspend, block, reject, and/or terminate any or all Users’ (including purchasers’) access or use of the applicable item, including with respect to Events, sales, and resales. Wired Ivy further reserves the right to offset losses, claims, refunds, deductions, or similar amounts arising from the sale of allegedly infringing items from amounts otherwise due to the User who initially made such infringing item available and from subsequent sellers of the infringing item. For the avoidance of doubt, Wired Ivy may offset an amount due a User for a sale of a subsequent NFT if there is a claim of infringement arising from the sale of a previously sold and distinct NFT. Wired Ivy’s rights and remedies set forth in this Section 14.8 are in addition to, and do not limit or replace, any rights or remedies available to Wired Ivy under these Terms or in equity or law, or limit claims that a purchaser may have against a User who infringed the rights of a third party.
Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. Immaterial modifications are effective upon publication. Any updated version of these Terms that we publish will supersede all prior versions of these Terms. Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Term, Termination, and Modification of the Service
1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 16.2.
2. Termination. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. In addition, Wired Ivy may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at support@Wired Ivy.ai.
3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Wired Ivy any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 8.3, 10, 9.3, 16.3, 17, 18, 19, 20 and 21 will survive.
4. Modification of the Service. Wired Ivy reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Wired Ivy will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Wired Ivy, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Wired Ivy Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party, including without limitation any other User. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimers; No Warranties
1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE (INCLUDING THE NFTS,SOCIAL TOKENS, AND OUTPUTS FROM Wired Ivy AI) ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. Wired Ivy DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Wired Ivy DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Wired Ivy DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR Wired Ivy ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Wired Ivy ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY PERSONAL INJURY, DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Wired Ivy does not disclaim any warranty or other right that Wired Ivy is prohibited from disclaiming under applicable law.
4. ANY PURCHASE OR SALE YOU MAKE, ACCEPT, OR FACILITATE VIA OR OUTSIDE OF THE SERVICE OF AN NFT OR SOCIAL TOKEN WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF NFTs OR SOCIAL TOKENS VIA OR OUTSIDE OF THE SERVICE. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY AND ALL LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, OF NFTs OR SOCIAL TOKENS VIA OR OUTSIDE OF THE SERVICE, FOR ANY REASON WHATSOEVER.
Limitation of Liability
1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Wired Ivy ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Wired Ivy ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
2. EXCEPT AS PROVIDED IN SECTION 20.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Wired Ivy ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO Wired Ivy FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (2) $100.
3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution and Arbitration
1. Generally. In the interest of resolving disputes between you and Wired Ivy in the most expedient and cost-effective manner, and except as described in Section 20.2 and 20.3, you and Wired Ivy agree that every dispute arising in connection with these Terms or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Wired Ivy ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
2. Exceptions. Despite the provisions of Section 20.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt-out of the provisions of this Section 20 within 30 days after the date that you agree to these Terms by sending a letter to Wired Ivy, Inc., Attention: Legal Department – Arbitration Opt-Out, 2355 Westwood Blvd, Unit #1555 Los Angeles, CA 90064 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt-out of arbitration ("Opt-Out Notice"). Once Wired Ivy receives your Opt-Out Notice, this Section 20 will be void and any action arising out of these Terms will be resolved as set forth in Section 21.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
4. Arbitrator. Any arbitration between you and Wired Ivy will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Wired Ivy. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Wired Ivy’s address for Notice is Wired Ivy, Inc., 2355 Westwood Blvd #1555, Los Angeles, CA 90064. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Wired Ivy may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Wired Ivy must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Wired Ivy in settlement of the dispute prior to the award, Wired Ivy will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
6. Fees. If you commence arbitration in accordance with these Terms, Wired Ivy will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Wired Ivy for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
7. No Class Actions. YOU AND Wired Ivy AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Wired Ivy agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
8. Modifications to this Arbitration Provision. If Wired Ivy makes any future change to this arbitration provision, other than a change to Wired Ivy’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Wired Ivy’s address for Notice of Arbitration, in which case your account with Wired Ivy will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
9. Enforceability. If Section 20.7 or the entirety of this Section 20 is found to be unenforceable, or if Wired Ivy receives an Opt-Out Notice from you, then the entirety of this Section 20 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21.2 will govern any action arising out of or related to these Terms.
Miscellaneous
1. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Wired Ivy regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
2. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Wired Ivy submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
3. Privacy Policy. Please read the Wired Ivy Privacy Policy (the "Privacy Policy") www.Wired Ivy.ai/webapp/privacypolicy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Wired Ivy Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
5. Consent to Electronic Communications. By using the Service, you consent to receive certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
6. Contact Information. The Service is offered by Wired Ivy, Inc., located at 2355 Westwood Blvd, Unit #1555 Los Angeles, CA 90064. You may contact us by sending correspondence to that address or by emailing us at support@Wired Ivy.ai.
7. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
Notice Regarding Apple. This Section 22 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Wired Ivy only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.