Terms of Service
Last Modified: 5/20/2018
- Acceptance of the Terms of Service
Sigma Accolade Inc. (“Sigma”) makes its merit-based digital recognition Service available subject to the following Terms of Service (the “Terms of Service”).
These Terms of Service may apply to you variously in your capacity or capacities, as follows:
- An individual who has been authorized by an organization (an “Organization”) to use the Service on the Organization’s behalf (an “Authorized User”)
- An individual who is using the Service on his or her own behalf (an “End User”)
For Authorized Users Only. If you are acting as an Authorized User of the Service, you have the authority to act on behalf of your Organization and you agree on its behalf that these Terms of Service and the Data Protection Agreement located at https://sig.ma/dpa form legally binding contracts between your Organization and Sigma. Any references to “you” shall be interpreted to include your Organization. If your Organization does not agree to the Terms of Service or has not executed the Data Protection Agreement, you must not access or use the Service.
ARBITRATION NOTICE: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND SIGMA AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SIGMA WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
- Who Can Use the Service
The Service is offered and available to users who are older than 15. However, if you are below the age of 18 years, please obtain the permission of your parent or guardian before using our Service. By using the Service, you represent and warrant that:
- you are of legal age to form a binding contract with Sigma or you have obtained the consent of your parent.
- If you are an Authorized User, you have the authority and all necessary permissions to upload any data you upload onto the Site (“Data”).
- you have obtained all consents and authorizations required under law to share with Sigma any Data that you upload onto the Service.
- you are not barred from using the Service under the laws of the United States or any other applicable jurisdiction.
- You will comply with these Terms of Service and all applicable local, state, national, and international laws, rules, and regulations.
If you do not meet all of these requirements, you must not access or the Service. If Sigma has reason to suspect that you are not in compliance with any of the foregoing, it may suspend or terminate your account and deny you access to the Service.
- Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Site or the corresponding application.
Your continued use of the Service following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page each time you use the Service so you are aware of any changes, as they are binding on you.
- Information Provided to Us
If you are an End User, an Organization, may have provided Data (“Organization Data”) to us relating to a merit you have earned (a “Merit”) so that we may act as a processor on that Organization’s behalf. As between us and the Organization, any Organization Data will be controlled by the Organization.
We shall be the controller of all data that we receive directly from you that is not Organization Data.
- Accessing the Site and Account Security
You may browse the Service without registering, but you understand that some features of the Service may not be accessible to you unless you register. In registering for the Service, you agree:
- To provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data").
- To maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
As you use the Service, you are responsible for:
- Making all arrangements necessary for you to have access to the Service.
- Ensuring that all persons who access the Service through your internet connection are aware of these Terms of Service and comply with them.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Service or portions of it using your user name, password, or other security information.
You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session.
You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
- Acknowledgements Regarding Site Content
You hereby acknowledge and agree that:
- You are responsible for checking the accuracy of relevant facts and opinions given on the Site before entering into any commitment based on them.
- Your communication of sensitive financial and personal information to the Site or by email may not be one hundred percent secure due to reasons relating to your device, the communications lines you may be using and other reasons use and transmission of information on the internet that are not within our control (or possibly even your control).
- If you enter into any agreement with a third party as a result of any opportunity of which you become aware through the Service, Sigma is not liable for, and takes no responsibility for, any contract entered into by you and the third party.
- Intellectual Property Rights
The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Sigma and its licensors or other providers of such material and are protected by national and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All such rights are reserved.
These Terms of Service permit you to use the Service for your personal, non-commercial use or, if you are an Authorized User to use the Service on behalf of your Organization, as contemplated by these Terms of Service, only. While you are free to share information relating to Merits in which you are involved, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the other material that you have access to through the Service, except as follows:
- Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your web browser or app for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials, other than if you are an End User, your own Merits, from the Site and if you are an Authorized User, as instructed by your Organization.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.
- Access or use for any commercial purposes any part of the Site or any Service or materials available through the Site.
If you wish to make any use of material from the Service other than that set out in this section, please address your request to firstname.lastname@example.org.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of the Terms of Service, your right (and in the case of an Authorized User, your Organization’s right) to use the Service will stop immediately and you, or your Organization, as applicable, must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by Sigma. Any use of the Service not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
- Issuing and Receiving A Merit
Organizations can create or issue Merits based upon criteria they have established. As an End User, you acknowledge and agree that the issuer of a Merit is solely responsible for the criteria for issuance of a Merit, and any dispute relating to the issuance or receipt of a Merit must be resolved solely between the you and the Organization. You are solely responsible for determining the value, veracity and qualifications of an Organization.
As an Organization, you understand that Sigma plays no role in determining the value or veracity of a Merit, and Sigma does not endorse or vouch for the qualifications of any End User. You acknowledge and agree that you are solely responsible for determining the value and veracity of each Merit and the qualifications of each End User.
- Verification of Organizations
Sigma conducts a verification process prior to allowing End Users and Organizations to create and claim Merits. However, Sigma cannot and does not guarantee that any account holder, whether verified or unverified, is the person he or she purports to be.
The Sigma name and logo, as well as the term “Merit” and all related names, logos, product and service names, designs, and slogans are trademarks of Sigma or its affiliates or licensors. You must not use such marks without the prior written permission of Sigma. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
- Prohibited Uses
You may use the Service only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Service:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
- To impersonate or attempt to impersonate a Sigma employee or an employee of any Organization, an End User, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm Sigma, any Organization, End User or users of the Service or expose them to liability.
Additionally, you agree not to:
- Upload any information about any individual other than yourself without the consent of such individual.
- Give any individual access as an administrator on behalf of an Organization except in accordance with the guidelines established by your Organization.
- Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
- Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service , including their ability to engage in real time activities through the Service.
- Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
- Uses any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Service.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Site is stored, or any server, computer, or database connected to the Site.
- Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Site.
- You are responsible for checking the accuracy of relevant information provided in any Merit.
- Use the Service in any way that might bring Sigma or any Organization into disrepute.
- User Contributions
The Service may contain data submitted by individuals and Organizations relating to the creation of Merits as well as message boards, chat rooms, profiles, forums, and other interactive features (collectively, “Interactive Service”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Service.
All User Contributions must comply with the Content Standards set out in these Terms of Service.
Any User Contribution you post to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution through the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Sigma, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you, your Organization or any other user of the Service.
- Monitoring and Enforcement
We have the right to:
- Remove or refuse to post any Merit or User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any Merit or User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Merit or User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Sigma.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS SIGMA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Notwithstanding the foregoing, other than as mentioned above, we do not undertake to review material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Sigma may, under certain circumstances and without prior notice, immediately terminate your account or access to the Service. Cause for such termination shall include, but not be limited to:
- any breach or violation of the Terms of Service or other incorporated agreement, guideline or rule.
- any request or order issued by a court or a law enforcement or other government official.
- a request by you (for example, self-initiated account deletions).
- discontinuance or material modification of the Service.
- unexpected technical or security issues or problems.
- extended periods of inactivity.
- your engagement in fraudulent or illegal activities.
- If you are an Authorized User, your Organization’s failure to pay any fees due Sigma.
You agree that all terminations for cause shall be made in Sigma's sole discretion and that Sigma shall not be liable to you or any third party for any termination of your account.
Upon termination of the Terms of Service, to the extent applicable, you shall still be responsible for any fees due and owing to Sigma.
- Content Standards
These content standards apply to any and all User Contributions and use of the Service. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must:
- Be accurate (where they state facts)
- Be genuinely held (where they state opinions)
- Comply with applicable law from where they are posted
User Contributions must not:
- Contain any photograph or video of another person that you have posted without that person’s consent.
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our https://sig.ma/privacy.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- Copyright Infringement
If you believe that any User Contribution violate your copyright, please see our https://sig.ma/copyright for instructions on sending us a notice of copyright infringement. It is Sigma’s policy to terminate the user accounts of repeat infringers.
- Reliance on Information Posted
We do not warrant the accuracy, completeness, or usefulness of any information contained in any Merit or any other information that has been posted. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
The Site includes content provided by third parties, including materials provided by other users, Organizations. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Sigma, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sigma. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
- Changes to the Site
Sigma reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Sigma shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You acknowledge and agree that Sigma is not obligated to provide you with support, software upgrades, enhancements or modifications of the Service.
- Information About You and Your Use of the Service
- Online Purchases and Other Terms and Conditions
All purchases or other transactions for the sale of goods or services formed through the Site or as a result of visits made by you (“Purchases”) are governed by the terms of sale set forth in connection with the particular transaction between you and the relevant third-party merchant. You acknowledge that the applicable merchant is solely responsible for the legal fulfilment of such Purchases and for their quality, suitability and/or fitness for purposes. Any disputes or questions relating to the Purchases shall be directed to the merchant in question and you acknowledge that Sigma shall have no responsibility, obligations or liability in relation to such Purchases.
- Linking to the Site and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Service may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on our Site. Send emails or other communications with certain content, or links to certain content, on our Site.
- Cause limited portions of content on our Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Service.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
- Links from the Service
If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
- Geographic Restrictions
The owner of the Service is based in the state of California in the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICE OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. UNDER NO CIRCUMSTANCES WILL SIGMA BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH (EXCEPT AS A RESULT OF SIGMA’S PROVEN NEGLIGENCE OR FRAUDULENT MISREPRESENTATION), RESULTING FROM USE OF THE SERVICE FROM ANY INFORMATION CONTAINED IN ANY MERIT, USER CONTRIBUTION POSTED ON THE SITE, DATA SHARED BY ANY ORGANIZATION OR FROM ANY USERS OF THE SITE WHETHER ONLINE OR OFFLINE.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE ITS CONTENT, AND ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SIGMA NOR ANY PERSON ASSOCIATED WITH SIGMA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, ANY ACTIVITY PROMOTED ON THE SITE, OR THE CONTENT CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER SIGMA NOR ANYONE ASSOCIATED WITH SIGMA REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICE OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. USER CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF SIGMA.
TO THE FULLEST EXTENT PROVIDED BY LAW, SIGMA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SIGMA, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS (THE “SIGMA PARTIES”) BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE SERVICE , ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE SIGMA PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, ACCURACY, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR DATA, YOUR MERITS AND OTHER USER CONTRIBUTIONS), USER COMMUNICATIONS OR PERSONALIZED SETTINGS.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SIGMA UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500).
You agree to defend, indemnify, and hold harmless the Sigma Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Service, including, but not limited to, your User Contributions, any use of the Site’s content, Service, and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Service.
- No Third Party Beneficiaries
Except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to this agreement.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND SIGMA TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
Applicability of Arbitration Agreement. You and Sigma agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms of Service or the use of the Service that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Sigma are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms of Service.
Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through JAMS, Inc., or its successor (“JAMS”) and will be governed by the Jams Streamlined Arbitration Rules & Procedures and any other applicable rules that JAMS requires. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms of Service. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration hearing will take place in San Mateo, California or elsewhere as required by JAMS Rules.
Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Fees. Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. The parties will cooperate with JAMS and each other in scheduling the arbitration proceedings, and in selecting one arbitrator from the appropriate JAMS list with substantial experience in resolving contract disputes.
Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Sigma. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms of Service. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Sigma.
Waiver of Jury Trial. YOU AND SIGMA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Sigma are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and SIGMA over whether to vacate or enforce an arbitration award, YOU AND SIGMA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE INDIVIDUAL OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in the Section entitled “Governing Law and Jurisdiction/Exclusive Venue”.
Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Sigma can force the other to arbitrate. To opt out, you must notify Sigma in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address and an unequivocal statement that you want to opt out of this arbitration agreement. You must either mail your opt-out notice to Sigma Accolade, Inc. 1001 Broadway; Suite 300; Millbrae, CA 94030, or email the opt-out notice to email@example.com.
Small Claims Court. Notwithstanding the foregoing, either you or Sigma may bring an individual action in small claims court.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Sigma.
- Governing Law and Jurisdiction; Exclusive Venue
To the extent that these Terms of Service allow you or Sigma to initiate litigation in a court, both you and Sigma agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms of Service or the use of the Service will be litigated exclusively in California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the United States District Court for the Northern District of California or, if federal jurisdiction is not available, in the Supreme Court of California, and each party hereby submits to the personal jurisdiction of the State Courts of the State of California. You and Sigma consent to the personal jurisdiction of such courts with respect to such actions. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
- No Assignment
You may not assign or delegate any right or obligation under the Terms of Service, by operation of law or otherwise, without the prior written consent of Sigma. Sigma may assign or delegate any right or obligation under the Terms of Service, by operation of law or otherwise, without your consent.
- Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Waiver and Severability
No waiver by Sigma of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Sigma to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail Attn: Legal Department, Sigma Accolade, Inc.; 1001 Broadway; Suite 300; Millbrae, CA 94030, or by email to firstname.lastname@example.org. Any notice to you shall be given to the most current email address in your account.
If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability.
The provisions of this Agreement that should by their nature survive termination of this Agreement shall survive such termination.
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All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy https://sig.ma/copyright in the manner and by the means set out therein.
All other feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: email@example.com.