Welcome to Eusoh.com (the "Site"), a website owned and operated by Eusoh Inc. (“Eusoh,” “we,” or “us”). These Terms of Service (as amended from time to time, these “Terms”) govern your access and use of our Site, as well as any and all other web sites, subdomains, and web and/or mobile applications owned or controlled by Eusoh, including the content, services and functionality offered on or through the Site and such web sites and subdomains, and web and/or mobile applications, and if you purchase a subscription, the subscription services (and content, services and functionality) provided under your Eusoh subscription plan (collectively, the “Eusoh Services”) and all requests to purchase Eusoh subscriptions, products and/or services (collectively, “Products”) and/or other transactions made through the Site.
Eusoh current subscribers in good standing are referred to as “Members.” If you purchase a subscription, you will be asked to select a group that will be a predetermined number of Members who have elected to and have been accepted to join such group (each, a “Group”) based on the information and preferences each has provided or to start your own Group, and, once the Group has reached its required number of Members, to review and sign a Member Agreement with the other Members in your Group. Once the Group has been created and at least two (2) Members have signed the Member Agreement, such Member Agreement will form a separate, binding contract solely between you and the other Members in your Group. Additional Members may join the Group from time to time by signing the Member Agreement, at which time the Member Agreement will form a binding contract between all applicable Members of the Group. For the avoidance of doubt, Eusoh is not a party to, nor shall Eusoh have any obligations or liability to you under, such Member Agreement. However, in order to be a member of a Group formed and administered through the Site and Eusoh Services, you are required to maintain a paid subscription for the Products for the entire time you are an active Member of a Group. Termination of your subscription will result in automatic termination of your status as a Member of a Group.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE TERMINATE YOUR USE OF THE EUSOH SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
IF YOU BECOME A EUSOH SUBSCRIBER AND PAY BY ACH, CHECKING ACCOUNT, CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD ASSOCIATED WITH AN AUTOMATICALLY RENEWING SUBSCRIPTION), THE TERM OF YOUR SUBSCRIPTION MUST BE NOT LESS THAN THE TERM OF YOUR MEMBER AGREEMENT TO ENSURE YOUR EUSOH SUBSCRIPTION REMAINS IN EFFECT TO ALLOW YOU TO CONTINUE PARTICIPATION IN YOUR GROUP. YOUR SUBSCRIPTION WILL NOT BEGIN UNTIL YOU HAVE JOINED A GROUP AND YOUR GROUP HAS BECOME ACTIVE. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR CERTAIN PERIODS OF TIME IF YOU DO NOT CANCEL PRIOR TO THE END OF THE TERM. REFER TO YOUR MEMBER AGREEMENT WITH YOUR GROUP REGARDING THE EFFECT OF NON-RENEWAL OR TERMINATION OF YOUR SUBSCRIPTION ON SEE SECTION 6 FOR MORE INFORMATION ON THE AUTOMATIC RENEWAL TERMS APPLICABLE TO SUBSCRIPTIONS.
Use of the Eusoh Services
- Eligibility. You may use the Eusoh Services only in compliance with these Terms and all applicable local, state, national and international laws, rules and regulations. Any access or use of the Eusoh Services or creation of a Eusoh account by anyone under eighteen (18) years of age or the legal age of majority in the relevant jurisdiction in which such User resides or on behalf of another person other than a User’s adult parent or child under the age of eighteen (18) is strictly prohibited and in violation of these Terms. However, a parent or legal guardian may use the Eusoh Services or establish a Eusoh account on behalf of his or her child under the age of eighteen (18). A User also may use the Eusoh Services on behalf of his or her adult parent. If you are such a parent or guardian or if you are establishing a Eusoh account or using the Eusoh Services on behalf of an adult parent, you agree to stand in the shoes of such child or parent for the purposes of making us whole in case of claims, damages or indemnifications that we might properly assert against such child or parent, if not for his or her age or lack of contractual relationship with Eusoh. The Eusoh Services are not available to any Users previously removed from the Eusoh Services (or whose User accounts have been terminated) by Eusoh, or who was terminated as a Member of a Group in the past year and failed to immediately join another Group.
- Grant of License. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Eusoh Services and the Eusoh Content (as defined below in Section 4 we make available to you in connection with the Eusoh Services for your personal, noncommercial use and only as permitted by the features of the Eusoh Services. Eusoh reserves all rights not expressly granted herein in the Eusoh Services and the Eusoh Content. Eusoh may terminate this license at any time for any reason or no reason.
- Guidelines. When using the Eusoh Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
- Creating an Account. Your Eusoh account (whether created when you purchase a subscription on the Eusoh Services or by signing on through your existing Facebook account) gives you access to your subscription through the Eusoh Services and the features and functionality that we may establish and maintain from time to time, in our sole discretion. You may use or open an account on the Eusoh Services or sign on through your Facebook account on behalf of yourself (an individual) only, and not on behalf of a company, entity, or organization. You may never use another User’s account without permission. When creating your account, you must provide true, accurate, complete and current information. You are solely responsible for the activity that occurs on your account, including any and all requests for expense reimbursements (“Reimbursement Requests”) submitted under your account. You must keep your account password secure. You must notify Eusoh immediately of any breach of security or unauthorized use of your account. Eusoh will not be liable for any losses caused by any unauthorized use of your account.
- Changes to Member Profile; Messages. You may control your Member profile by changing the settings in your profile page. By providing Eusoh your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other important messages, such as changes to features of the Eusoh Services and information regarding your Group. While you are an active member of a Group, you may NOT opt out of receiving such email messages because you are required under your Member Agreement (the separate Agreement between you and the other Members of your Group) to receive information about your Group electronically. You may, however, opt out or change your preferences in your profile page related to receiving email messages from Eusoh that are unrelated to a Group in which you are an active member, such as information about system updates, improvements to the Products, or announcements regarding the launch of new communal cost sharing opportunities.
- Alias; Member History. When you register for a user account with the Eusoh Services, depending on the type of Group you desire to join, you may be asked to create an alias (“Alias”). You may change the Alias you selected at any time, however, please note that your Member history, including the answers to your responses to the Member Questionnaire (defined below), personal history (i.e., actions you take as a Member under the Member Agreement) and any and all flags by other Members of your account will follow you as a Member and be associated with your account, regardless of any such change. Please note that your Member history and any and all Member profile flags are public in the Eusoh Services to Users and other Members which means Users and other Members of your Group or a Group which you are seeking to join will be able to view your Member history and Member profile flags at any time. As a tool for creating communal sharing groups that rely on trust and good faith of the Members of Groups to ensure fair operation of the Group, Regardless of your ability to select an Alias, you understand and agree that using an Alias does not provide any guarantee of anonymity and your identity may become known to Users, other Members or to the public – for example, if you share your Alias with others, if others may be able to deduce your identity based on details in the User Materials you provide, or if you join a community of friends or family that are aware you may join as a Member. Accordingly, you accept all risk that your identity may become known to Users, other Members or the public and you agree to waive, and hereby do waive, any and all legal or equitable rights or remedies you have or may have against Eusoh and release Eusoh with respect to such disclosure of your private information.
- Disclosures of Account Information. You acknowledge and agree that Eusoh may access, preserve and disclose your account information and related contents or any User Materials (defined in Section 2 below) if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any information violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Eusoh, its Users, or the public.
- Description of Eusoh Services. The Eusoh Services are a Software Platform; Eusoh is not an insurance company, charity, broker, financial institution or creditor. Eusoh offers a software platform that allows Members to engage in “cost-sharing” of certain types of expenses among Members of a Group, under a Member Agreement entered into between the Members of the applicable Group. Eusoh is not a party to any transactions between Members or an insurer, broker, agent, financial institution or creditor for any Member. Eusoh does not offer insurance or allow you to make any charitable donations through the Eusoh Services, and Eusoh does not and will not possess, control, or handle any amounts you or any Member has contributed to the Group for the purposes of “cost-sharing”.
- No Reliance on User Materials. Eusoh does not and cannot verify that the User Materials provided by its Users are true, accurate, complete or current, nor does Eusoh perform background checks or credit checks on any User when they sign up for an account or verify or guarantee that any payments made to Users will be applied toward the expenses to which a User has stated they will be applied, that the amounts requested represent only the amounts needed for such expenses, or that payments will be used in accordance with applicable laws; this is the responsibility of each User in the Eusoh community. You should exercise caution in engaging with Users that you do not know personally as you would on any other interactive service. Eusoh has no control over the conduct of, representations by, or any User Materials posted by, any User and Eusoh hereby expressly disclaims all liability for any such conduct, representations or User Materials to the fullest extent permitted by applicable law. Notwithstanding this, Eusoh takes fraudulent activity and misappropriation or misuse of User payments on the Eusoh Services very seriously and asks its Users to promptly report any suspected or actual fraudulent activity to email@example.com so that Eusoh may investigate.
- Referral Program. Eusoh may offer a referral program (“Referral Program”) that allows Users to earn cash, credits, or other promotional rewards (collectively, “Referral Program Rewards”) by inviting their eligible friends to become Members via a method provided by Eusoh, such as by providing a unique referral code (each a “Referral Program Code”). Referral Program codes may be used only for their intended audience and purposes and may not be sold or transferred in any manner or made available to the general public unless expressly permitted by Eusoh. Referral Program Rewards are non-transferable and may not be resold, and, unless otherwise directed by Eusoh, are not redeemable for cash or other consideration. Eusoh may change the terms and conditions of the Referral Program at any time, may terminate the Referral Program, or expire, deduct, limit, or otherwise modify your Referral Program Rewards at any time for any reason, including without limitation, if Eusoh determines or believes that your participation in the Referral Program or use or redemption of Referral Program Codes was in error, fraudulent, illegal, or otherwise in violation of these Terms. Eusoh reserves its rights to expire, limit, or modify any credits or promotion at any time. Additional terms and conditions may apply.
- Use Restrictions. You agree not to engage in any of the following prohibited activities: (i) copying, modifying, distributing, or disclosing any part of the Eusoh Services in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) renting, leasing, loaning, reselling, sublicensing, distributing or otherwise transferring the Eusoh Services to any third party; providing time sharing or similar services for any third party; or using the Eusoh Services for any purpose other than your own internal personal or business use; (iii) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Eusoh Services in a manner that sends more request messages to the Eusoh servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iv) transmitting spam, chain letters, or other unsolicited email; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Eusoh Services; (vi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms or other software agents through the Eusoh Services; (viii) collecting or harvesting any personally identifiable information, including account names, from the Eusoh Services; (ix) using the Eusoh Services for any commercial solicitation purposes; (x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xi) interfering with the proper working of the Eusoh Services; (xii) accessing any content on the Eusoh Services through any technology or means other than those provided or authorized by the Eusoh Services; (xiii) removing, circumventing or bypassing the measures we may use to prevent or restrict access to the Eusoh Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Eusoh Services or the content therein; or (xiv) misrepresenting the source, identity or content of User Materials transmitted through the Eusoh Services.
- Use of Eusoh Expense Payments. By creating a Eusoh account and using the Eusoh Services, you warrant that you will adhere to the Member Agreement with respect to your participation in a Group.
- No Discrimination. Neither you nor any other Member shall engage in discrimination of any Member based on race, religion, national origin, sex, ethnicity, disability, gender identity, sexual orientation, age or any other protected class and you agree to treat everyone in the Eusoh community with respect and without judgment or bias.
- User Profile Flagging. Users shall have the ability to flag other Users’ profiles for misuse of information sharing features, disparaging, offensive or inappropriate comments on the Eusoh Services, concerns over fraud or other misrepresentations, such as fraudulent statements or misrepresentations on the Member Questionnaire or in any Reimbursement Request, or any other violations of the Eusoh Terms of Service. Each such flag will be reviewed by Eusoh’s administrators to determine if a flag is warranted and may be removed by Eusoh if Eusoh determines, in its sole discretion, that any flag is not warranted.
- Member Questionnaire. When you purchase a Eusoh subscription plan and join a Group, you will be asked to fill out and submit a Member Questionnaire (“Member Questionnaire”) in order to allow your Group to evaluate the participation of its Members in cost sharing. You represent and warrant that your responses to the Member Questionnaire and your Reimbursement Requests are true, accurate, complete and current.
- Eusoh Audit Rights. If a discrepancy in your Member Questionnaire or any Reimbursement Request is flagged by another User, if Eusoh otherwise determines that there is a discrepancy, or if Eusoh flags your Member Questionnaire or any Reimbursement Request for a random fraud detection review, either the Members in your Group may request Eusoh or its designated third-party auditor to, or Eusoh may, in its own discretion, perform an audit to evaluate the accuracy of your Member Questionnaire or Reimbursement Requests. Accordingly, you hereby provide Eusoh or its third-party auditor the authorization to review all relevant information and data relating to your Member Questionnaire and/or Reimbursement Requests in order to verify any expenses submitted for reimbursement or other information provided, and utilize services or contact third party providers that allow for such review, including, but not limited to the authorization to contact your prior service providers and review related records. You agree to provide such service providers with the necessary consents and releases in order for them to provide such information to Eusoh or its third-party auditor. If any fraud or misrepresentation is found, Eusoh shall terminate your access and use of the Eusoh Services for a minimum period of one year. At the end of such minimum period, you may appeal such termination and request that your access to and use of the Eusoh Services be reinstated. Eusoh or a party acting as Sharing Administrator for your Group under your Member Agreement will notify the other Members of your Group of such termination, which will trigger simultaneous termination of your participation in your Group and your rights under the Member Agreement.
- Changes to Eusoh Services; Termination or Suspension of Eusoh Account; Dissolution of Group. We may, without prior notice: change the Eusoh Services; stop providing the Eusoh Services or features of the Eusoh Services, to you or to Users generally; or create usage limits for the Eusoh Services. We may terminate your account, permanently or temporarily terminate or suspend your access to the Eusoh Services, delete any content or information that you have posted on the Eusoh Services, remove you from a Group without notice and liability to you or any third party for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Though we are not responsible for the actions of any Member under the Member Agreement, we may also dissolve an entire Group if we determine, in our sole discretion, that such Group, as a collective, is violating or breaching these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination or suspension of your use of the Eusoh Services or our dissolution of a Group may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Eusoh may have at law or in equity. Upon termination for any reason or no reason, you continue to be bound by these Terms.
- Submission of User Materials. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of privacy, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. You may submit to us or our third-party administrator, upload to the Eusoh Services or provide using our information sharing features, content, information or other materials (together with all Intellectual Property Rights (defined below) in and to such materials, “User Materials”) in order to communicate with other Users or us through the Eusoh Services, including, without limitation, for the hosting, sharing and display of such User Materials and, if you are a Member, to request payment of expenses from other Members the Eusoh community under your Member Agreement. Users may use their account settings to control other Users’ access to their User Materials (“User Permissions”), but may not prevent Members of your Group from access to User Materials. Eusoh will use its commercially reasonable efforts to apply User Permissions. However, Eusoh does not guarantee that User Permissions will always be applied, or that your User Materials will be kept secure from viewing by others, or from damage or loss. Eusoh takes no responsibility and assumes no liability for any User Materials that you or any other Users or third parties post or send over the Eusoh Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Materials that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Eusoh Services is solely your responsibility. If you want Eusoh to remove your User Materials from the Eusoh Services, please delete it as specified in the Eusoh Services. However, other Users may have already copied or forwarded your User Materials to others, making recovery impossible. Eusoh is not responsible for any public display or misuse of your Materials. You understand that whether or not such User Materials are displayed, Eusoh does not guarantee any confidentiality with respect to any User Materials. Users retain all right, title and interest in and to User Materials. Eusoh has the right in its sole discretion to reject any User Materials and/or requests for payment of expenses or remove them from the Eusoh Services without any liability to you. The submission of User Materials, including, without limitation, any Reimbursement Requests, in no way creates a guarantee or commitment for payment (or any response time for any such payment) on behalf of Eusoh or its Users.
- User Materials Restrictions. You agree not to submit any User Materials that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contain any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (v) contains any information or content that is illegal, fraudulent or deceptive (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not accurate, complete, current or is otherwise designed to mislead, defraud or deceive any User.
User Materials Warranty. In connection with your User Materials, you affirm, represent, and warrant the following:
You shall promptly notify Eusoh of and will consult with Eusoh on a continuing basis concerning (a) any demand or claim made or asserted or any lawsuit or other legal action filed against you or any of your affiliates, alleging that any User Material violates, infringes or misappropriates any patent, trade secret or other intellectual property right of any third party or (b) you become aware of the occurrence of any event, including the issuance of any patent, that could reasonably be expected to increase the likelihood that a demand, claim or allegation will be made or asserted that any User Material violates, infringes or misappropriate or may violate, infringe or misappropriate any patent, trade secret or other intellectual property right of any third party.
- You have the written consent of each and every identifiable natural person in the User Materials to use such person’s name or likeness in the manner contemplated by the Eusoh Services and these Terms, and each such person has released you from any liability that may arise in relation to such use.
- You own or have a right to use pursuant to a valid and enforceable written license agreement any and all User Materials you submit.
- Your User Materials and Eusoh’s or its third-party administrator’s use thereof as contemplated by these Terms and the Eusoh Services will not violate any law or third-party rights of any kind, including, without limitation, any Intellectual Property Rights or rights of privacy.
Copyright Policy. It is Eusoh’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998, as amended (the “DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Eusoh Services, please notify Eusoh’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing: (a) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of the material that is claimed to be infringing and where it is located on the Eusoh Services; (d) information reasonably sufficient to permit Eusoh to contact you, such as your address, telephone number, and email address; (e) 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 law; and (f) a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to the following DMCA agent:
Attn: DMCA Notice
Tel: (424) 389-0588
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. Please note that this procedure is exclusively for notifying Eusoh that your copyrighted material has been infringed. The preceding requirements are intended to comply with Eusoh’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable laws, Eusoh has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Eusoh may also at its sole discretion limit access to all or certain parts of the Eusoh Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Eusoh Content; Disclaimers. You understand, acknowledge and agree that when using the Eusoh Services you will be exposed to Eusoh Content (defined in Section 4 below) from a variety of sources, and that Eusoh is not responsible for the quality, accuracy, usefulness, safety, or Intellectual Property Rights of or relating to such Eusoh Content. You further understand and acknowledge that you may be exposed to User Materials of other Users that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any and all legal or equitable rights or remedies you have or may have against Eusoh with respect thereto, and release Eusoh from any and all Losses (defined in Section 10 below), and agree to indemnify and hold Eusoh and its subsidiaries, agents, licensors, and other affiliated companies, and their employees, contractors, third-party providers, agents, officers and directors, harmless to the fullest extent allowed by law regarding all matters related to your use of the User Materials. The Eusoh Content is for informational purposes only and does not constitute professional advice; such content is not intended to be a substitute for professional advice, diagnosis, or treatment. Never disregard professional advice or delay in seeking it because of something you have read on the Eusoh Services. Eusoh does not recommend or endorse any User Materials or any specific tests, physicians, veterinarians, service providers, products, services, procedures, opinions, recommendations, advice or other information that may be mentioned on the Eusoh Services or expressed in or based upon such User Materials, and Eusoh expressly disclaims any and all liability in connection with the foregoing. The Eusoh Content also shall not be construed as insurance advice. Any insurance purchasing conclusions or decisions such as coverage amounts, limits and deductibles should not be made on the basis of any Eusoh Content, or any reliance on Reimbursement Requests submitted through the Eusoh Services, and are completely and solely the responsibility of each User. Reliance on the Eusoh Content or any other information provided on the Eusoh Services is solely at your own risk.
If notified by a User or a content owner of User Materials that allegedly do not conform to these Terms, or if Eusoh otherwise determines that there is a violation of these Terms by such User Materials, Eusoh may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Materials, including, without limitation, any posts or group chat conversations, which it reserves the right to do at any time, without any liability to you.
Information Sharing Features; Licenses to User Materials
Eusoh may provide you with information sharing features that allow you to share, upload receipts, upload invoices, upload supporting documentation, chat, post and/or send messages containing the User Materials to other Users or third parties.
By submitting any User Materials on the Eusoh Services, you expressly grant to Eusoh a royalty-free, sublicensable (through multiple tiers of sublicensees), transferable, non-exclusive, worldwide, irrevocable license to copy, display, transmit, create derivative works, distribute, and otherwise use the User Materials as necessary for Eusoh to provide you the Eusoh Services and/or Products and to improve the way the Eusoh Services work and look, and to create new features, functionality, and products. This license grant includes, without limitation, a right to modify, alter, or edit the User Materials as necessary for inclusion on the Eusoh Services. By submitting User Materials to the Eusoh Services, in cases where you display your User Materials for other Users to view or when you directly exchange or otherwise provide your User Materials to other Users as permitted by certain Eusoh Services functionality and these Terms, you hereby grant to such Users of the Eusoh Services a non-exclusive license to use, display, and reproduce such User Materials as necessary for such Users to use the relevant Eusoh Services functionality or features.
The foregoing licenses granted by you terminate as to specific User Materials once you remove or delete such User Materials from the Eusoh Services; except for Eusoh’s right to archive such User Materials in accordance with its standard policies and to use such Information in aggregate form to improve the way the Eusoh Services work and look, and to create new features and functionality.
Eusoh takes no responsibility and assumes no liability for any User Materials that you or any other User or third party submits to the Eusoh Services. You shall be solely responsible for your User Materials and the consequences of posting and/or submitting them.
In connection with User Materials, you affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Eusoh and Eusoh’s Users to use the User Provided Information uploaded by you as necessary to exercise the licenses granted by you in this Section 3, and otherwise in the manner contemplated by Eusoh and these Terms.
YOU ACKNOWLEDGE AND AGREE THAT EUSOH AND ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS, SUPPLIERS, THIRD-PARTY PROVIDERS, AND LICENSEES (“AUTHORIZED PERSONS”) SHALL HAVE NO LIABILITY TO YOU FOR ANY EDITING, BLURRING, ALTERATION, DISTORTION, FAULTY REPRODUCTION, OR USE IN ANY COMPOSITE FORM OF THE USER MATERIALS.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, COSTS OR EXPENSES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS, OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN, IN ANY JURISDICTION THROUGHOUT THE WORLD (“CONTENT CLAIMS”) ARISING FROM AUTHORIZED PERSONS’ EXERCISE OF THE LICENSE RIGHTS GRANTED HEREIN OR USE OR EXPLOITATION OF THE USER MATERIALS, AND AGREE NOT TO MAKE OR BRING ANY CONTENT CLAIM AGAINST ANY AUTHORIZED PERSON, AND FOREVER RELEASE AND DISCHARGE AUTHORIZED PERSONS FROM LIABILITY UNDER SUCH CONTENT CLAIMS.
Our information sharing features may include a group chat feature (the “Group Chat Feature”). You acknowledge and agree that our information sharing features that we may provide to you as part of the Eusoh Services, including, without limitation, our Group Chat Feature, may be used only by Members in connection with discussions with other Members pertaining to membership in the Eusoh community and associated activities and shall not be used for social chatting or to communicate with other Members in such a way, or provide information, materials or content, that violates our User Materials restrictions set forth above or any other term or condition of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT TO THE EXTENT SUCH INFORMATION IS NECESSARY TO PROVIDE THE EUSOH SERVICES TO YOU, OUR INFORMATION SHARING FEATURES ARE NOT DESIGNED TO BE USED FOR SHARING OF ANY PERSONAL OR SENSITIVE INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL HEALTH INFORMATION, AND PURSUANT TO THE DISCLAIMER OF WARRANTY IN SECTION 11, EUSOH MAKES NO REPRESENTATIONS OR WARRANTIES AROUND THE SECURITY OF SUCH FEATURES. ANY USE OF THE INFORMATION SHARING FEATURES TO SHARE ANY SUCH PERSONAL OR SENSITIVE INFORMATION IS SOLELY AT YOUR OWN RISK.
Our Proprietary Rights
Except for your User Materials, the Eusoh Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, photographs, and User Materials belonging to other Users (the “Eusoh Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Eusoh and its licensors (including other Users who submit User Materials to Eusoh). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, reverse engineer, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Eusoh Content. Use of Eusoh Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about Eusoh or the Eusoh Services, including, without limitation, about how to improve the Eusoh Services or our Products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Eusoh under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Eusoh does not waive any rights to use similar or related ideas previously known to Eusoh, or developed by its employees, or obtained from sources other than you.
Your Member Agreement; Changes to Group.
Your Member Agreement sets forth the terms and conditions for participation in a Group as well as the terms and conditions that apply to such membership. Changing your Group is optional but restricted as provided for and explained on the Site.
Payment Terms; Subscription Services; Automatic Renewal; Cancellation
- You are responsible for paying any and all applicable fees and applicable taxes associated with the Eusoh Services in a timely manner with a valid payment method. If your payment method is invalid for any reason, charged back, reversed, or otherwise rejected, or if Eusoh for any other reason does not receive payment, we reserve the right to cancel your subscription immediately and, to the extent that Eusoh is charged any fees, fines, or other costs by any third-party in connection with any rejection of your payment method, you will indemnify and hold Eusoh harmless from and against any and all such fees, fines, or other costs. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by the methods specified within the Eusoh Services. We do not accept cash or checks. You agree to pay for all Products (including subscriptions) that you purchase through the Eusoh Services, and you authorize Eusoh (through its third-party payment processor) to (a) charge these fees to the credit or debit card, ACH, checking account or other payment method, and (b) automatically renew the charges for the duration of your Eusoh subscription unless you cancel your subscription as described below. If your credit or debit card, ACH, checking account or other payment method is invalid for any reason, charged back, or if we do not receive payment, we reserve the right to cancel your Eusoh subscription immediately and you will be prohibited from purchasing a Eusoh subscription and continuing as a Member of your Group or from joining a new Group for a minimum period of one year thereafter. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Eusoh if your selected payment method is cancelled (e.g., for loss or theft).
- You are responsible for all charges incurred under your account made by you or anyone who uses your account. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any and all governmental taxes imposed on your purchase from or use of the Eusoh Services, including, but not limited to, sales, use, or value-added taxes. To the extent Eusoh is obligated to collect such taxes, the applicable tax will be added to your billing account.
- Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Eusoh Services; provided, however, that such notice will not affect charges submitted before Eusoh could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable Product. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
- Eusoh reserves the right to change the amount of, or basis for determining, any fees or charges for the Eusoh Services or Products we provide, and to institute new fees, charges or terms effective upon prior notice to our Users. You will receive notice of any fee change at least ten days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Your fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Eusoh Services account, you agree that Eusoh can charge these unpaid fees to any payment method that you have previously provided. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
- ALL EUSOH SUBSCRIPTIONS WILL AUTOMATICALLY RENEW AT THE END OF THE TERM IF YOU DO NOT CANCEL PRIOR TO THE END OF THE SUBSCRIPTION TERM. THE TERM OF YOUR GROUP UNDER YOUR MEMBER AGREMENT WILL BE THE SAME AS THE TERM OF YOUR SUBSCRIPTION. Eusoh offers Users the opportunity to purchase Eusoh subscriptions, in which Users may search for, create and/or join a cost sharing Group. Eusoh subscriptions are available for a fee set forth on the Site. Eusoh subscriptions will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (i) every month for monthly subscriptions or (ii) such other periodic rate you have selected from among the options offered on the Eusoh Services. UNLESS OTHERWISE INDICATED IN ANY APPLICABLE ADDITIONAL TERMS OR COMMUNICATIONS WE SEND TO YOUR REGISTERED EMAIL ADDRESS, SUCH RENEWAL WILL BE AT THE SAME SUBSCRIPTION FEE AS WHEN YOU FIRST SUBSCRIBED, PLUS ANY APPLICABLE TAXES, UNLESS WE NOTIFY YOU AT LEAST 10 DAYS PRIOR TO THE END OF YOUR CURRENT TERM THAT THE SUBSCRIPTION FEE WILL INCREASE. YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION IS SUBJECT TO AUTOMATIC RENEWALS AND YOU CONSENT TO AND ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES TO YOUR CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW. YOU FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF YOU ARE NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE SUBSCRIPTION FEES.
- For annual subscriptions, you will have thirty days after the date that any renewal fee is posted to your account to give notice to us at firstname.lastname@example.org that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and a credit will be posted to your account equal to the latest renewal fee charged. For monthly accounts or other accounts with a periodic subscription cycle of less than one year, there are no refunds for cancellations for periodic charges. For monthly subscriptions, you must cancel your subscription within the Eusoh Services at least five business days prior to the first day of the next calendar month to avoid being charged the renewal fee for such month. For all other subscriptions, you must cancel your subscription within the Eusoh Services at least five business days prior to the first day of the next subscription period to avoid being charged the renewal fee for such subscription period. Except where Eusoh, in its sole discretion, suspends, or terminates your Eusoh subscription or your access to the Eusoh Services as provided below, you will have access to and use of your Eusoh subscription up until the effective date of cancellation. Cancellation of your Eusoh subscription is your sole and exclusive remedy under these Terms and against Eusoh with respect to Eusoh’s provision of the subscription plan.
Eusoh uses a third-party payment processor, currently SynapseFi, Inc. (“Payment Processor”), to process subscription payments. Please see Payment Processor’s privacy statement available on its site for information on how Payment Processor collects and uses personal information. Payment must be received by our Payment Processor before our acceptance of an order. Eusoh does not view or store your full credit card or other payment method information. For all purchases, our Payment Processor will collect your payment method details and charge your chosen payment method in connection with an order. You acknowledge and agree that Eusoh is not responsible for any breaches of credit card or other payment method security or privacy.
Further, you represent and warrant that:
- the account, order, and payment method information you supply to us or our third-party payment processor, as applicable, is true, correct and complete,
- you are duly authorized to use such payment method for the purchase,
- you will pay any and all charges that you incur in connection with the services under your Eusoh subscription, including any and all applicable taxes,
- charges incurred by you will be honored by your payment method company,
- you will pay all charges incurred by you at the posted prices, including all applicable taxes, if any,
- you will not allow anyone else to use your Eusoh subscription,
- you will not transfer your Eusoh subscription or password to anyone else, and
- you will report to us any unauthorized or prohibited access or use of your Eusoh subscription.
- If any of your account, order, or payment method information changes, you agree to promptly update this information, so that we or our third-party payment processor may complete your transactions and contact you as needed. We are not liable for any unauthorized use of your credit card, debit card, or other payment method by a third party in connection with your use of the Eusoh Services or your Eusoh subscription.
For amounts payable in connection with your membership under your Member Agreement, please see your Membership Agreement for payment methods accepted.
For subscription plan payments and all other payments, we accept the payment methods approved by our third-party payment processor.
Electronic Funds Transfer Disclosure Statement:
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds, and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make Electronic Funds Transfers (defined below). Any such limits are disclosed in the appropriate agreement(s) governing your account.
“Electronic Funds Transfer” means any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Funds Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. A “Preauthorized Electronic Fund Transfer” is an Electronic Funds Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.
Without limiting the generality of subsection 6(G)(i), you are liable for all Electronic Funds Transfers that you authorize, whether directly or indirectly. Tell us at once if you believe your account or PIN or other access information (e.g., your password) is lost or stolen or has been or may be subject to unauthorized Electronic Funds Transfers. Message us immediately to keep your possible losses to a minimum, as you could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of any of the access information above, or after learning of any other unauthorized Electronic Funds Transfers from your account involving such access information, you can lose no more than $50 if Electronic Funds Transfers are made without your permission. For these transactions, if you do not tell us within two (2) business days after learning of the loss, theft, or unauthorized use, and we can establish that it could have prevented the unauthorized Electronic Funds Transfer(s) if you had notified us in a timely manner, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you do not tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that it could have prevented the unauthorized Electronic Funds Transfer(s) if you had notified us in a timely manner. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of suspected lost or stolen access information or of any other suspected unauthorized Electronic Funds Transfers, the time periods specified herein may be extended by us for a reasonable period of time.
Eusoh cares about the integrity and security of your personal information. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you are under no obligation to provide personal or sensitive information in order to use the Eusoh Services, and that you provide any personal or sensitive information at your own risk.
- Third-Party Links
You agree to defend, indemnify and hold harmless Eusoh and its subsidiaries, agents, licensors, suppliers, third-party providers and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (i) your use of and access to the Eusoh Services or your Eusoh subscription, including any data or content, including, without limitation, any User Materials, transmitted or received by you; (ii) any and all actual or alleged injury to any person (including death) or property to the extent caused in whole or in part by your negligence; (iii) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties above; (iv) your violation of any third-party right, including, without limitation, any right of privacy, right of publicity or Intellectual Property Rights; (v) your violation of any applicable law, rule or regulation; (vi) any claims or damages that arise as a result of any of your User Materials; or (vii) any other party’s access and use of the Eusoh Services or your Eusoh subscription with your unique username, password or other appropriate security code.
THE EUSOH SERVICES, YOUR EUSOH SUBSCRIPTION AND EUSOH CONTENT, INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY-PROVIDED INFORMATION, SOFTWARE OR SERVICES MADE AVAILABLE THROUGH THE EUSOH SERVICES, ARE PROVIDED ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS. USE OF THE EUSOH SERVICES, YOUR EUSOH SUBSCRIPTION AND EUSOH CONTENT ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EUSOH SERVICES, YOUR EUSOH SUBSCRIPTION AND EUSOH CONTENT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EUSOH, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE EUSOH CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE EUSOH SERVICES OR YOUR EUSOH SUBSCRIPTION WILL MEET YOUR REQUIREMENTS; THAT THE EUSOH SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE EUSOH SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE EUSOH SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA OR CONTENT THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE EUSOH SERVICES.
EUSOH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE EUSOH SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND EUSOH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
EUSOH DOES NOT WARRANT OR GUARANTEE THAT YOU WILL RECEIVE ANY CERTAIN AMOUNT OF REIMBURSEMENTS FOR EXPENSES THROUGH THE EUSOH SERVICES, YOUR EUSOH SUBSCRIPTION OR OTHERWISE OR THAT YOU WILL RECEIVE PAYMENT AT ALL, AND EUSOH SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LACK OF SUCCESS OF ANY REQUEST BY YOU FOR REIMBURSEMENT OF ANY EXPENSES OR DELAY IN RECEIPT OF PAYMENT FOR ANY EXPENSES. EUSOH DOES NOT MAKE ANY ENDORSEMENTS OF ANY PARTICULAR USER OR THEIR USER MATERIALS. EUSOH EXPRESSLY DISCLAIMS LIABILITY OR RESPONSIBILITY FOR THE SUCCESS OF ANY REIMBURSEMENT REQUEST BY YOU FOR PAYMENT OF ANY EXPENSES OR ANY PAYMENTS YOU MAY MAKE TOWARDS OTHER MEMBERS’ EXPENSES. YOU MUST ULTIMATELY DECIDE WHOM TO INCLUDE IN YOUR GROUP AND WHETHER TO CONTRIBUTE TO THE EUSOH COMMUNITY.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EUSOH, ITS AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS, SUPPLIERS, THIRD-PARTY PROVDERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE EUSOH SERVICES, YOUR EUSOH SUBSCRIPTION OR EUSOH CONTENT. UNDER NO CIRCUMSTANCES WILL EUSOH BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE EUSOH SERVICES, YOUR EUSOH SUBSCRIPTION OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EUSOH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE EUSOH SERVICES OR YOUR EUSOH SUBSCRIPTION; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE EUSOH SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE EUSOH SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY EUSOH CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE EUSOH SERVICES OR YOUR EUSOH SUBSCRIPTION; AND/OR (VII) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL EUSOH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING FROM OR RELATED TO THE EUSOH SERVICES OR YOUR EUSOH SUBSCRIPTION (OR ANY PART OF THE FOREGOING) IN AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF THE AMOUNT PAID BY YOU, IF ANY, FOR YOUR EUSOH SUBSCRIPTION DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EUSOH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Governing Law, Arbitration, and Class Action/Jury Trial Waiver
- Governing Law. These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EUSOH. For any dispute with Eusoh, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Eusoh has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles, California unless you and Eusoh agree otherwise. Because you are an individual using the Eusoh Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Eusoh from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
- Class Action/Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE EUSOH SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EUSOH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Eusoh without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
- Notification Procedures and Changes to these Terms. Eusoh may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Site, as determined by Eusoh in our sole discretion. Eusoh reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Eusoh is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Eusoh may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Eusoh Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Eusoh Services.
- International Visitors. The Eusoh Services are controlled and operated from our facilities in the United States. Eusoh makes no representations that the Eusoh Services are appropriate or available for use in other locations. You may not use the Eusoh Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Eusoh Services are solely directed to individuals, companies, or other entities located in the U.S. By using the Eusoh Services, you are consenting to have your personal data transferred to and processed in the United States. Users who access or use the Eusoh Services from jurisdictions outside of the United States do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
- No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Eusoh’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
- Severability. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver described in Section 13, the entire arbitration agreement shall be unenforceable.
- Contact. Please contact us at firstname.lastname@example.org with any questions regarding these Terms.
- Notice to California Residents. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Eusoh Services is Eusoh Inc., with offices at 9001 Wilshire Blvd. #207, Beverly Hills, California 90211. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the above address with your electronic mail address and a request for these Terms. 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 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 Eusoh Services or to receive further information regarding the use of the Eusoh Services. Regarding all releases set out in these Terms, if you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
- Entire Agreement. These Terms, together with all agreements incorporated by reference, any and all amendments and any and all additional agreements you may enter into with Eusoh in connection with the Eusoh Services, shall constitute the entire agreement between you and Eusoh concerning the Eusoh Services.
These Terms were last modified on October 17, 2018.