Likemetric Inc. Terms of Service
Last Updated: 18 September, 2024
These Terms of Service constitute a legally binding agreement between you and Likemetric Inc. (together with its affiliates, “Likemetric”, “we,” “our” or “us”) governing your use of our products, services, mobile application (the “App”), and website (the “Site” and collectively with the foregoing, the “Services”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent and any permitted users of such party. In such an event, “you” and “your” will refer and apply to your employer or such other legal entity.
Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at [Insert Privacy Policy URL]. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND LIKEMETRIC CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION [Insert Section Number]). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
1. Our Services
We provide a platform that can record, transcribe, summarize, analyze, and take action on conversations, assisting users in easily sharing their conversations and automating their work.
2. Account, Password, Security, and Mobile Phone Use
To use the Services, you must register with Likemetric and create an account (an “Account”). As part of that process, you will be required to provide certain information, including, without limitation, your name and email address. By using the Services, you agree to provide true, accurate, current, and complete information as prompted by the registration process and to maintain and promptly update your Account information to keep it accurate, current, and complete.
You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any login, password, and Account number provided to you by Likemetric for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account. Likemetric has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom.
Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Likemetric immediately. The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be authorized to use any corresponding Account we provide in connection with the Services; provided, however, if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner.
As the Account Owner, you are solely responsible for complying with these Terms of Service and entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
3. Billing and Payment
Payment and any other expenses must be made through the third-party payment processing system (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to the terms of service of the PSP, provide your payment details to the PSP, and undergo a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, reviewed, and agreed to the PSP Services Agreement.
Please note that Likemetric is not a party to the PSP Services Agreement, and you, the PSP, and any other parties listed in the PSP Services Agreement are the sole parties to the PSP Services Agreement. Likemetric has no obligations, responsibilities, or liabilities to any user or any other party under the PSP Services Agreement.
All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods and services, or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees, and other charges are in U.S. dollars, and all payments shall be made in U.S. currency.
4. User Content
“User Content” is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or otherwise make available to the Services and other users. You are solely responsible for your User Content. You agree that you are entirely responsible for the User Content you send, transmit, display, or upload while using the Services. Additionally, you are responsible for adhering to all applicable laws regarding User Content, including but not limited to obtaining permission from any third parties necessary to use the User Content and providing proper notices of third-party rights.
You represent and warrant that you have the right to upload the User Content to the Services, and that doing so does not violate or infringe upon the rights of any third party. Under no circumstances will Likemetric be responsible for (a) User Content that is sent or viewed while using the Services, (b) errors or omissions in the User Content, or (c) any loss or damage of any kind caused by the authorized use of, access to, or denial of access to User Content.
Likemetric is not responsible for any User Content but reserves the right to delete any User Content at any time without notice if it violates any rules in this agreement or applicable laws. You retain the rights to your User Content and any other rights you may already hold. Likemetric acts as a passive conduit for your online distribution and publication of your User Content.
You acknowledge and agree that Likemetric:
You hereby represent and warrant to Likemetric that your User Content (i) will not be false, inaccurate, incomplete, or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam, or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain any pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not facilitate human trafficking; (vii) will not support terrorism or terrorist organizations; (viii) will not be fraudulent, false, or misleading; (ix) will not be defamatory, harassing, threatening, or abusive, which includes any activity that reflects hatred against others based on race, religion, ethnicity, national origin, gender, or sexual orientation; (x) will not send unauthorized messages, advertising, or spam, including unsolicited promotional or commercial content or other mass solicitation materials; (xi) will not misrepresent your identity or affiliation with any entity or organization, or impersonate any other person; (xii) will not harvest, collect, or gather user data without consent; (xiii) will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, detrimentally interfere with, intercept, or expropriate any system, data, or personal information; (xiv) will not represent you as being employed, directly engaged by, or affiliated with Likemetric or purport you to act as a representative or agent of Likemetric; and (xv) will not create liability for Likemetric or cause Likemetric to lose (in whole or in part) the services of its ISPs or other suppliers.
You are responsible for compliance with all recording laws. You may choose to record certain meetings using Likemetric. By using the Services, you consent to Likemetric storing recordings of any or all meetings or webinars you join, provided such recordings are stored in Likemetric’s systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you may choose to leave the meeting.
5. Representations and Warranties
You represent and warrant that: (i) you are 18 years of age or older or at least of the legally required age in the jurisdiction in which you reside, and you are otherwise capable of entering into binding contracts; and (ii) you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will do so. When you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have the authority to act on behalf of that entity and to bind that entity to this Agreement.
You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services; (ii) you will act professionally and responsibly in your interactions with other users; and (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.
You agree not to engage in any of the following prohibited activities, among others:(i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service;(ii) using any automated system (other than functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services;(iii) transmitting spam, chain letters, or other unsolicited emails or attempting to phish, pharm, pretext, spider, crawl, or scrape;(iv) attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;(v) violating any international, federal, provincial, or state regulations, rules, laws, or local ordinances;(vi) engaging in unlawful purposes or soliciting others to perform or participate in any unlawful acts;(vii) uploading invalid data, viruses, worms, or other software agents through the Services;(viii) infringing upon or violating our intellectual property rights or the intellectual property rights of others;(ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity;(x) harassing, insulting, harming, abusing, defaming, stalking, threatening, intimidating, or otherwise violating the legal rights (such as privacy and publicity) of any other users, visitors of the Services, or staff members of Likemetric;(xi) interfering with any activity that threatens the performance, security, or proper functioning of the Services;(xii) uploading or transmitting viruses or any other types of malicious code;(xiii) attempting to decipher, decompile, disassemble, or reverse-engineer any of the software or algorithms used to provide the Services;(xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content therein;(xv) attempting to access unauthorized Accounts or to collect or track the personal information of others;(xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; or(xvii) encouraging or enabling any other individual to do any of the foregoing.
You hereby represent and warrant that, other than as fully and promptly disclosed to Likemetric as set forth below, you do not have any motivation, status, or interest that Likemetric may reasonably wish to know about in connection with the Services, including, without limitation, if you are using or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Likemetric in writing any such motivation, status, or interest, whether existing prior to registration or arising during your use of the Services.
6. Technology Services
Artificial Intelligence Services
For certain services, Likemetric may employ Artificial Intelligence (AI) or similar technologies, which may include the processing of user data. Likemetric will take reasonable measures to preserve the privacy and security of such data; however, Likemetric is not liable for any loss or harm resulting from the user's use of AI or similar technologies. By utilizing Likemetric's services, the user understands and accepts the risks involved with the use of AI or similar technologies and agrees to indemnify and hold Likemetric harmless for any claims, damages, or losses resulting from such usage.
Private Cloud Services
The Private Cloud user acknowledges and agrees that all Personal User Information (PII), Protected Health Information (PHI), User Content, Organizational Strategies, and Confidential Information collected, accessed, or processed via Likemetric's Private Cloud will be kept strictly confidential and protected. Likemetric, as the supplier of the Private Cloud solution, shall only access and process the user's sensitive data with the user's express permission and solely for the agreed-upon services.
The user is entirely responsible for maintaining the secrecy and security of their personal information and for adhering to all applicable data privacy and security legislation. The Private Cloud user understands and accepts that they are solely responsible for the availability and uptime of the Likemetric Private Cloud solution. The user is responsible for administering and monitoring the Private Cloud solution, including keeping adequate backups, disaster recovery plans, and security protocols.
Likemetric will provide the required infrastructure and assistance to ensure that the Private Cloud solution is operational. Likemetric is not liable for any damages or losses resulting from the outage or unavailability of the Private Cloud service as a result of inadequate management and monitoring by the user.
7. Termination and Suspension
You may cancel and delete your Account at any time by using the features on the Services to do so (if applicable and available) or by providing written notice to hi@joinglyph.com After cancellation, your profile will be purged, and you will no longer have access to your Account, your profile, or any other information through the Services.
The provisions of these Terms of Service that, by their intent or meaning, are intended to survive termination—including, without limitation, provisions relating to the disclaimer of warranties, limitations of liability, and indemnification—shall survive any termination of these Terms of Service and your use of or subscription to the Services and shall continue to apply indefinitely.
At any time and for any reason, we reserve the right to deny access to the Services to anyone. If Likemetric is investigating you or believes you have violated any terms of this Agreement, we may prevent you from accessing the Services or restrict the extent to which you can use them. We will inform you in writing or via email, and this notice of termination or limitation shall be effective immediately.
You cannot register and create a new Account in the name of a third party, a fake or borrowed name, or your own identity if Likemetric terminates or restricts your ability to use the Services due to this section, even if you are acting on behalf of another. Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you.
Likemetric reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 14 of these Terms of Service. Likemetric also reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion and is not liable to you for any such modification or discontinuance.
Likemetric retains the right to restrict anyone from completing registration as a user if it believes that person may threaten the safety and integrity of the Services or if such restriction is deemed necessary to address any reasonable business concern.
Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or canceled.
8. Links to Third-Party Websites
From time to time, the App may contain links to sites outside of it, including links to offers and promotions from third parties. These links are provided to help you find information, products, or services that you might find helpful or interesting. However, we are not responsible for the content of these sites or what they offer, and we cannot guarantee that they will always be operational. The presence of links to other sites does not imply any endorsement by Likemetric or any affiliation with the operators of those sites.
The terms and conditions of use and privacy policies for any website controlled, owned, or run by a third party will dictate how you may use that website. You use these websites at your own risk, and you agree not to hold Likemetric responsible for any consequences arising from your use or viewing of any websites or content linked from the Services.
As part of the functionality of the Services, you may link your Account with online accounts you have with third-party service providers, such as Google (each such account being referred to as a "Third-Party Account"). This can be done by either: (i) providing your Third-Party Account login information through the Services; or (ii) allowing Likemetric to access your Third-Party Account as permitted by the terms and conditions governing your use of each Third-Party Account.
You represent that you have the right to provide your Third-Party Account login information and/or grant access to your Third-Party Account without violating any terms and conditions governing your use of the applicable Third-Party Account, and without imposing any fees or usage limits on Likemetric.
By granting Likemetric access to any Third-Party Accounts, you agree to the following:
Unless otherwise stated in these Terms of Service, all SNS Content is considered User Content. Depending on your chosen Third-Party Accounts and the privacy settings you've established, personally identifiable information you post to your Third-Party Accounts may be accessible through your Account on the Services. Please note that SNS Content may become unavailable on the Services if a Third-Party Account becomes unavailable or if Likemetric's access to a Third-Party Account is revoked by the third-party service provider.
You will have the option to disconnect your Account on the Services from your Third-Party Accounts at any time.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH THOSE THIRD-PARTY PROVIDERS. Likemetric does not verify the accuracy, legality, or non-infringement of any SNS Content and is not responsible for any SNS Content.
9. Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces, and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by Likemetric, excluding User Content, for which users hereby grant Likemetric a license to use as set forth herein. Proprietary Material is protected in all forms, media, and technologies currently known or hereinafter developed. Likemetric owns all Proprietary Material, as well as the coordination, selection, arrangement, and enhancement of such Proprietary Material as a Collective Work under the applicable copyright laws.
Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Likemetric’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without prior permission from Likemetric and, if applicable, the holder of the rights to the User Content.
The service marks and trademarks of Likemetric, including without limitation the Likemetric name and logos, are service marks owned by Likemetric. Any other trademarks, service marks, logos, and/or trade names appearing through the Services are the property of their respective owners. You may not copy or use any of these marks, logos, or trade names without the express prior written consent of the respective owner.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including suggestions about improving our services or products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction, and will not place Likemetric under any fiduciary or other obligation. You further agree that Likemetric is free to use the Feedback without any additional compensation to you and/or disclose the Feedback on a nonconfidential basis or otherwise to anyone. You acknowledge that acceptance of your submission does not waive any rights to use similar or related Feedback previously known to Likemetric, developed by its employees, or obtained from sources other than you.
All email and other correspondence that you submit to us shall become our sole and exclusive property. Furthermore, Likemetric retains all rights to aggregated and anonymous data derived from your use of the Services, with the understanding that such data will not be identifiable as belonging to you and will not contain information that directly or indirectly identifies you or any other person.
Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, and freely revocable right to access and use the Services. We may terminate this right at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (“Likemetric Content”) are the exclusive property of Likemetric or its licensors.
Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license or other right in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Services. The use of the Likemetric Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property 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.
Your use of the Services and the related licenses granted hereunder are conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end-user licenses associated with your use of the App. Likemetric may modify such guidelines at its sole discretion at any time. Likemetric reserves the right to terminate your Account and access to the Services if it determines that you have violated any such applicable guidelines.
10. Copyright Complaints and Copyright Agent
Likemetric respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property rights, please send the following information to Likemetric’s Copyright Agent at hi@joinglyph.com.
11. Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable, special, and unique asset of Likemetric and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents, provided that they are also bound to maintain the confidentiality of such information.
You shall promptly notify Likemetric in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use your best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. Upon termination of this Agreement for any reason whatsoever, you shall return all originals and any copies of materials containing Confidential Information to Likemetric.
The term “Confidential Information” shall mean any and all of Likemetric’s trade secrets, confidential and proprietary information, and all other information and data of Likemetric that is not generally known to the public or to other third parties who could derive value, economically or otherwise, from its use or disclosure.
Confidential Information shall be deemed to include, but not be limited to, technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and any other proprietary and confidential information relating to Likemetric or its business, operations, or properties—including information about Likemetric’s staff, users, partners, or other business information disclosed directly or indirectly in writing, orally, or through drawings or observation.
12. Disclaimer of Warranties
WE DO NOT PROVIDE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES WE OFFER UNDER THIS AGREEMENT. THIS INCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT AND CANNOT PROMISE THAT OUR SERVICES WILL FUNCTION WITHOUT ISSUES OR THAT SOME OR ALL OF THEM WILL BE OPERATIVE AT ALL TIMES.
YOU AGREE THAT OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS ARE NOT RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RELATED TO OR CAUSED BY ANY SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT OR BY YOUR USE OF OR ACCESS TO SUCH SERVICES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, OR USE BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE.
IF, DESPITE THE ABOVE EXCLUSIONS, IT IS DETERMINED THAT LIKEMETRIC AND ITS AFFILIATES OR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LESSER OF (I) THE TOTAL FEES PAID BY YOU TO SUBSCRIBE TO LIKEMETRIC DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification
You hereby agree to indemnify, defend, and hold harmless Likemetric and its officers, directors, employees, agents, attorneys, insurers, successors, and assigns (the “Indemnified Parties”) from and against any and all liabilities incurred in connection with (i) your use or inability to use the Services; (ii) your breach or violation of this Agreement; (iii) your violation of any law or the rights of any user or third party; and (iv) any content submitted by you or using your Account to the Services, including, but not limited to, instances where such content may infringe on the intellectual property rights of a third party or otherwise be illegal or unlawful.
You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden on our infrastructure.
Likemetric reserves the right, at its sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not settle any claim or matter without the prior written consent of Likemetric.
14. Dispute Resolution – Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND LIKEMETRIC CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND LIKEMETRIC TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relates to your use of the Services, you will contact us at hi@joinglyph.com, and you and Likemetric will attempt in good faith to negotiate a written resolution of the matter directly. If the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described herein, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Likemetric agree that any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means you and Likemetric both waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Likemetric in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative manner.
Class Action Waiver. You and Likemetric agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means you and Likemetric both waive the right to participate as a plaintiff or class member in any class action proceeding. Further, unless you and Likemetric agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California, selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivering the Demand for Arbitration, the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Likemetric agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD $10,000, the arbitration will be conducted solely based on the documents you and Likemetric submit to the arbitrator, unless you request a hearing and the arbitrator determines a hearing is necessary. If your claim exceeds USD $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction. Any award of damages by the arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrative, and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
15. Governing Law
Except as provided in Section 14 or expressly noted in writing otherwise, this Agreement and your use of the Services will be governed by and construed under the laws of the State of California, without regard to choice of law principles. This choice of law provision is intended solely to specify that California law will be used to interpret this Agreement.
16. No Agency; No Employment
No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by this Agreement.
17. General Provisions
This Agreement constitutes the complete and exclusive agreement between you and Likemetric with respect to its subject matter. This Agreement is legally binding unless otherwise noted by Likemetric. The provisions of this Agreement are intended to be interpreted in a manner that makes them valid, legal, and enforceable.
Except for the “Class Action Waiver” in Section 14, if any provision is found to be partially or wholly invalid, illegal, or unenforceable, (i) such provision shall be modified or restructured to the extent necessary to render it valid, legal, and enforceable, or (ii) if such provision cannot be modified or restructured, it shall be excised from the Agreement without affecting the validity, legality, or enforceability of any of the remaining provisions.
This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment made in violation of this section shall be null and void.
18. Changes to this Agreement and the Services
Likemetric reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and the Privacy Policy) and to review, improve, modify, or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Likemetric.
While Likemetric will endeavor to notify you of material changes by email, it will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer comply with this Agreement, you must terminate your Account and immediately stop using the Services. Your continued use of the Services after any modifications represents your acceptance of the revised Agreement.
Additionally, Likemetric may place restrictions on your use of specific features or limit your access to all or a portion of the Services at its discretion.
19. No Rights of Third Parties
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
20. Notices and Consent to Receive Notices Electronically
You consent to receive any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers electronically, including but not limited to by email or by posting Notices on this Site. You agree that all Notices we provide to you electronically satisfy any legal requirement that such communications be in writing.
Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service.
21. Contacting Us
If you have any questions about these Terms of Service or the Services, please contact us by email at hi@joinglyph.com.
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