Terms of Service

Last updated: November 22, 2019

Welcome to Avanti, a unique online marketplace where you can hire local, qualified high school or college students (“Helpers”) to perform tutoring and other useful services. The service described herein (“Service”) is provided by Avanti Tutoring Inc., a Delaware corporation.

These Terms of Use are a legally binding agreement made between you ("you," "your," or "yourself") and Avanti Tutoring, Inc. ("Avanti”, "we," "us" or "our"), and set forth the applicable terms and conditions governing the use of our Service, so please review them carefully. By creating a Service account with us, you also accept and agree to be subject to and abide by our Privacy Policy, which is incorporated herein by reference.

We may choose to update these Terms of Use at any time by posting an update to this website (“Site”). We encourage you to review these Terms of Use periodically, as your continued use of the Service will mean you accept those changes, whether you have read them or not. In addition, we shall both be subject to any posted guidelines or rules applicable to the Service, which may be posted from time to time.

All contact with us should be made via email to support@joinavanti.com, regarding any questions or comments concerning these Terms of Use or Privacy Policy.

1. Description of Service

For Customers

Our Service provides an online marketplace where you can select high school or college students in your neighborhood to perform a wide variety of useful services, including private tutoring, dog walking, technical support for your electronic devices, car washing and baby-sitting. By using our Service, you provide new earning opportunities for local students and allow them to save for the future while contributing to the local community.

You can book a specific Helper based on our Helper listings, or you can make a general request that will be sent to all qualified Helpers. When a Helper accepts your booking request, you will receive a text and email confirmation.

Avanti brings fair labor practices to the local services economy. And we make hiring local pre-screened candidates easy and affordable with our online platform.

For Helpers

If you are a high school or college student interested in becoming a Helper for Avanti, you will need to complete a preliminary intake form providing basic information about yourself indicating which services you would like to provide. If selected by Avanti, you will then be asked to complete a larger application. All information is received and processed through www.typeform.com.

Once accepted, a Helper (or his/her parent or guardian) must enter into a formal independent contractor agreement with Avanti. Once this agreement is completed, you will create a Helper account on our Site, featuring your name, profile photo, school, grade level, service specialties and zip code. You can also provide a short biography to feature on your account. Note that your email address, phone number, and home address are private and are not visible to the public on the Site.

2. Registration

As a condition to using the Service, you are required to create an account by registering with us directly. In that registration process, we require that you provide certain information, such as your full name, phone number and email address, and create a unique password. To sign up for a customer account, you must be at least eighteen (18) years of age, or old enough to form a binding contract in the state where you reside. To establish a Helper account, a parent or guardian may need to be involved.

The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms of Use, which may result in immediate termination of your account. You may not use the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity without receiving appropriate authorization, or a name that is offensive, vulgar, or obscene.

3. Payment

For service orders, Avanti accepts online payment via credit card and debit card. All payments sent electronically are securely transmitted.

If any fee is not paid in a timely manner, or we are unable to process your transaction using the payment information provided, Avanti reserves the right to suspend or revoke access to your account. Avanti may change the fees and charges in effect, or add new fees and charges from time to time. If you want to use a different payment mechanism or if there is a change in payment card validity or expiration date, you may edit your information by accessing your account page. If your payment card reaches its expiration date, your continued use of the Service constitutes your authorization for us to continue billing that credit card. It is your responsibility to keep your contact information and payment information current and updated.

4. Helper Substitutions

In rare situations, if the Helper you select will not be able to meet your needs in a timely fashion, we will recommend another Helper that can meet your deadlines. Services will proceed only after you approve of the alternate Helper.

5. Changes and Cancellations

Bookings for Helpers may be changed or canceled, without charge within twenty-four (24) hours of the start of the engagement.

6. Requests for Refunds

We work hard with our network of Helpers to try and ensure that each job is performed accurately, on-time, and is of high quality. However, if you are disappointed with the quality of the services provided by your Helper, we will issue a full refund. Requests for refunds must be submitted within fourteen (14) calendar days of the date services were performed.

7. Our Security Precautions

Your payment information is encrypted and processed by a third-party provider, Stripe, and is not accessible by Avanti. Your profile is password-protected so that only you have access to your account information. In order to maintain this protection, do not give your password to anyone. Our staff will never proactively reach out to you and ask for any personal account information, including your password. You should never share devices. This will help protect your information entered on public terminals from disclosure to third parties.

8. Your Content

We allow you to upload content on the Service, including Helper reviews (“Content”). Please read this section carefully before posting, uploading, or otherwise making available any Content on the Service.

We cannot prevent other users from taking screenshots or captures or from downloading your Content and subsequently making your Content publicly available. We and other users may retain and continue to use, host, display, store, cache, reproduce, publish, transmit, modify, reformat, re-arrange, distribute, and create derivative works of any of your Content that you have posted to the Service. If the potential for public dissemination of your Content concerns you, please do not share that Content.

We do not assert any ownership over your Content, except the rights granted to us in these Terms of Use. You retain full ownership of all of your Content and any Intellectual Property Rights or other proprietary rights associated with your Content. Accordingly, you, and not us, are entirely responsible for all Content that you upload, post, transmit, or otherwise make available via the Service. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service.

We make no effort to review any of your Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement. You warrant and represent to us that you have the right to enable the Service to use your Content without violating any rights you might have in such Content or any third party rights in such Content. You may remove your Content from the Service at any time; however, you acknowledge that we may retain archived copies of your Content.

Other users of the Service may post copyrighted information which has copyright protection, whether or not it is identified as copyrighted. We do not control or guarantee the accuracy, integrity or quality of user Content. You acknowledge that by using the Service, you may be exposed to user Content that is offensive, indecent or objectionable.

By making your Content available to our Service, you are granting us a non-exclusive, royalty-free, worldwide license to use, host, display, store, cache, transmit, modify, re-format, re-arrange, and adapt, and create derivative works of your Content. The rights you grant to us are for the limited purpose of operating and providing the Service and producing revenue therefrom, marketing and improving the Service, and allowing us to develop new services.

9. Statements and Links on our Site

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We also do not adopt or endorse, nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than us. Under no circumstances will we be responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the Service, or transmitted to users.

Links to third party websites on our Site are not endorsements or referrals of any products, services or information contained in such websites. Some products, manufacturers and service providers may be mentioned in or on the Service. Mention of these products, manufacturers or service providers does not constitute an endorsement by us. We shall have the right, at our sole discretion, to remove links and images attached to such links, if such links are flagged by users as offensive.

10. Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to our business, operations and properties (“Confidential Information”) disclosed to you for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of our company in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to us with regard to any disclosure of Confidential Information which you can prove: (a) was in the public domain at the time it was disclosed by us or has entered the public domain through no fault of yours; (b) was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed with our prior written approval; (d) becomes known to you, without restriction, from a source other than us without breach of these Terms of Use by you and otherwise not in violation of our rights; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to us to enable us to seek a protective order or otherwise prevent or restrict such disclosure.

11. Use Restrictions

You represent and warrant that you will not use the Service to:

● Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. ● Express or imply that any statements you make are endorsed by us, without our specific prior written consent. ● Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the presentation of the Service. ● Interfere with or disrupt the Service, or the servers or networks connected to the Service. ● Forge headers or otherwise manipulate identifiers to disguise the origin of any Content or order transmitted through the Service, or attempt to impersonate another user, person or entity. ● Download lists of other users of the Service and use their information for your own business reasons. ● "Frame" or "mirror" any part of the Service, or use meta tags or code or other devices containing any reference to us or the Service in order to direct any person to any other websites for any purpose. ● Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service, or cause others to do so. ● Upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements). ● Provide false, inaccurate or misleading information on the Service (directly or by omission or failure to update information). ● Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user. ● Create or send unsolicited messages or other electronic communications. ● Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. ● Upload, post, email, transmit or otherwise make available any material that contains software viruses Trojan horses, worms, time bombs, cancelbots, easter eggs or any other computer code, files or programs designed to interrupt, destroy detrimentally interfere with or limit the functionality of any computer software or hardware or telecommunications equipment or intercept or expropriate any system, data or personal information. ● Submit stories or comments linking to affiliate programs, multi-level marketing schemes, or websites/blogs repurposing existing stories (source hops). ● Advertise to, or solicit, any user to buy or sell any products or services, or use any information obtained from the Service to contact, advertise to, solicit, or sell to any user without the user’s prior explicit consent. ● Intentionally or unintentionally violate any applicable local, state, national or international law.

We reserve the right, but are not obligated to, investigate and terminate your participation in the Service if you have misused the Service, or violated any of the restrictions above.

12. No Warranties

ALTHOUGH AVANTI USES REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION CONTAINED ON THE SITE IS AS ACCURATE AS POSSIBLE, WE PROVIDE THE SERVICE AND RELATED INFORMATION AND MATERIALS ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. WE, OUR SUBSIDIARIES, MEMBERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

We do not warrant that your use of the Service will be complete, reliable, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Service will be corrected, or that the Service is free of viruses or other harmful components. We are not responsible for any losses or delays in transmission of service orders arising out of the use of any Internet Service Provider or caused by any browser software or any computer virus or related problem that may be attributable to such Internet Service Provider. In addition, we do not assume responsibility for malfunctions in communications facilities not under our control that may affect the accuracy or timeliness of any orders you send. We are also not responsible should you give incorrect instructions or if your credit-card payment is not processed by your credit card company.

Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Service and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Content you may encounter while using the Service. It also is possible for others to obtain personal information about you due to your use of the Service, and that the recipient may use such information to harass or injure you. We are not responsible for the use of any personal information that you disclose on the Service.

The Service may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of text messaging on account of technical problems or traffic congestion on the Internet, on the Service, on any website or any combination thereof, including injury or damage to your mobile device or other hardware or software, related to or resulting from using or downloading materials in connection with the Service.

No oral or written information or advice provided by us, our agents or employees shall create a warranty or in any way.

13. Other Disclaimers

WHILE AVANTI RUNS HELPERS THROUGH AN EXTENSIVE APPLICATION PROCESS THAT MAY INCLUDE TRANSCRIPT REVIEW, REFERENCE CHECKING, AND INTERVIEWS ON ITS HELPERS, YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH HELPERS AND OTHER USERS OF THIS SITE. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS IN, AND ASSUME ALL RESPONSIBILITY FOR, ALL INTERACTIONS WITH HELPERS AND OTHER USERS, PARTICULARLY IF YOU DECIDE TO COMMUNICATE OFF THE SERVICE OR MEET IN PERSON. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGES RESULTING FROM ANY INTERACTIONS WITH ANYONE ARISING FROM USE OF THIS SERVICE.

14. COVID-19 Waiver and Release of Liability

While Avanti will use commercially reasonable efforts to limit exposure and transmission of COVID-19 through various policies that we encourage both our Helpers and customers to follow, we cannot guarantee that our Helpers have not tested negative for COVI-19 before meeting with you. Accordingly, you acknowledge and agree to the following:

You acknowledge that the State of California is currently subject to a stay-at-home order due to the COVID-19 pandemic. I am fully aware of the rules and regulations imposed by the State of California, including the requirement that I must maintain social distancing of at least six feet from other participants, and that I must wear a mask while engaging with a Helper. You represent that:

• You are aware that persons over age 65 and persons with underlying health conditions are at greater risk of contracting COVID-19 and becoming ill, potentially risking death.

• You are not experiencing symptoms of COVID-19, such as a dry cough, fever, shortness of breath or difficulty breathing, chills, repeated shaking with chills, muscle pain, headache, sore throat, or new loss of sense of smell and/or taste.

• You have not been advised by a physician that you are COVID-19 positive.

You acknowledge and agree that you fully understand that there are dangers, inherent and otherwise, in using our Service and in engaging with our Helpers during the COVID-19 pandemic. You further understand that your participation in the Service may expose you to the risk of acquiring COVID-19 and transmit it to others. You hereby acknowledge and agree that you are participating of your own free will in the Service and to assume the full risk of any disease, injuries and/or damages and/or losses of any kind, regardless of severity and including death, that may occur in connection with your participation in the Service.

15. Indemnity

You agree to fully exonerate, indemnify, defend and save harmless Avanti, its directors, officers, employees or agents, from and against any and all suits, actions, claims, demands, liens, losses, damages, fines, judgments or decrees, and any expenses in connection with such, including, without limitation, reasonable attorneys’ fees, based upon or arising out of loss, damage or injury (including death) arising from: (a) the violation of any statute, ordinance or regulation by you or any of your employees, agents, contractors or subcontractors; and (b) the violation of any of your obligations under these Terms of Use.

16. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY DAMAGES ARISING FROM YOUR USE OF, OR ANY THIRD PARTY’S USE OF, OR INABILITY TO USE, THE SERVICE (WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, AND ARISING FROM ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT OR TORT, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, OR DATA) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE FOR LOSS OF YOUR DATA, INFORMATION, CONTENT OR OTHER INFORMATION IN CONNECTION WITH THE USE OF SERVICE.

IN ADDITION, YOU AGREE, ON BEHALF OF YOURSELF AND YOUR HEIRS, PERSONAL REPRESENTATIVES, NEXT OF KIN, AND ANYONE WHO MIGHT MAKE A CLAIM ON YOUR BEHALF, HEREBY WAIVE, RELEASE, AND DISCHARGE AVANTI, ITS OFFICERS, AGENTS, EMPLOYEES, CONRACTORS AND VOLUNTEERS FROM ANY AND ALL CLAIMS FOR DAMAGES AND/OR LIABILITY, WHETHER CAUSED BY ANY ACTIVE OR PASSIVE NEGLIGENT ACT OR OMISSION OF AVANTI, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS AND/OR VOLUNTEERS, OR OTHERWISE RELATED TO YOUR PARTICIPATION AND COVENANT NOT TO SUE AVANTI OR ITS OFFICERS, AGENTS, CONTRACTOR, EMPLOYEES, AND/OR VOLUNTEERS FOR ANY DAMAGES YOU INCUR IN CONNECTION WITH THE SERVICE THIS RELEASE AND WAIVER EXTENDS TO ALL CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, FORESEEN OR UNFORESEEN, KNOWN OR UNKNOWN.

17. Term and Termination

These Terms of Use are effective until terminated. We may terminate your account immediately if you breach any provision of these Terms of Use.

18. Audit Rights

You agree that we may audit your use of the Service for compliance with these Terms of Use at any time. In the event that such audit reveals any use of the Service by you other than in full compliance with these Terms of Use, you shall reimburse us for all reasonable expenses related to such audit in addition to any other liabilities to which you may be subject as a result of such non-compliance. You acknowledge that we shall have the right to enforce the provisions of these Terms of Use directly against you and our remedies for any breaches may include, without limitation, damages or injunctive or other equitable remedies.

19. Intellectual Property Rights

All Intellectual Property Rights in and to the Service shall be owned by us absolutely and in their entirety. These rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Service are the property of their respective owners. You may not remove or alter any trademark, trade names, service mark, product names, logo, copyright or other proprietary notices, legends, symbols or labels featured on the Service. Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs and written and other materials that appear on our Site are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by Avanti. Designs created using the text tools and images available through our Service are in no way your exclusive property. We retain the right to display such designs or offer them (or variations of such designs) to other customers.

20. E-mail and Text Communications

E-mail communications and text messages sent from us to you are designed to make your experience more efficient and enjoyable. You specifically agree to accept and consent to receiving e-mail communications and text messages initiated from us, which include, without limitation: message notification e-mails, e-mails or text messages informing you about potential available sales and e-mails informing you of promotions we run and emails informing you of new and existing features we provide. Standard text messaging charges applied by your mobile device carrier will apply to text messages we send. If you change your mobile phone service provider, the notification service may be deactivated for your phone number and you may need to re-enroll in the notification service. We reserve the right to cancel the notification service at any time. If you do not wish to receive any of our e-mail communications or text messages, you shall have the opportunity to opt out of receiving communications from us (excluding messages targeted directly at you about matters regarding the state of your account, billing, or your continued use of the Service).

21. Surveys and Feedback

We may periodically present you with surveys or solicit your opinion about the Service. You acknowledge that your participation in these types of programs is completely voluntary. By submitting opinions, suggestions, feedback, images, documents, and/or proposals to us through these surveys, any suggestion or feedback webpages, or through any other communication with you, you acknowledge and agree that: (a) the suggestions or feedback you provide will not contain confidential or proprietary information; (b) we are not under any obligation of confidentiality, express or implied, with respect to the suggestions and feedback you provide; (c) we shall be entitled to use or disclose (or choose not to use or disclose) the suggestions and feedback you provide for any purpose, in any way, in any media worldwide (without disclosing your identity); (d) we may have similar ideas to the suggestions and feedback you provide already under consideration or in development; (e) the suggestions and feedback you provide will automatically become our property without any obligation to you; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

22. Promotions

We may periodically feature promotions (“Promotions”) on our site and you will have the opportunity to participate in such Promotions. By participating, you acknowledge that third parties are responsible for such Promotions and for ensuring that such Promotions comply with all applicable laws, rules, and regulations. We recommend that you carefully review the Official Rules, including any applicable privacy policy, these Terms, and any additional information or links provided in the Official Rules regarding such Promotions. You acknowledge and agree that we are not responsible or liable for the failure of any third party to comply with the rules, terms, conditions, policies, and applicable laws, rules, or regulations governing any Promotion.

WE DO NOT SPONSOR, ADMINISTER OR ENDORSE THE CONTENT OF ANY PROMOTION DISTRIBUTED THROUGH THE SITE UNLESS OTHERWISE STATED AND IS THEREFORE NOT LIABLE OR RESPONSIBLE FOR SUCH PROMOTIONS.

Promotions may require you to provide personal information in order to participate. In the event that you choose to provide personal information, you acknowledge and agree that we may use any such information you provide consistent with these Terms of Use and our Privacy Policy.

You acknowledge and agree that we are not responsible or liable for use or distribution of information you provide in a Promotion. Please see the rules and privacy policy for each Promotion on how it will use your personal information.

23. DMCA, Copyright and Other Complaints

We promote respect for the Intellectual Property Rights of others in all of our business endeavors and strictly prohibit users from uploading infringing Content to the Service. We may, in our sole discretion, refuse an order or remove Content that appears to infringe on the Intellectual Property Rights of others. It is our policy to respond to and investigate claims of copyright and other Intellectual Property Rights infringement. We have a policy of terminating the access of users who are repeat infringers in appropriate circumstances.

You may notify us of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (the “DMCA”). We will respond expeditiously to notices of alleged infringement sent pursuant to the DMCA.

In order to notify us of a copyright infringement claim pursuant to the DMCA, you must include:

● a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; ● identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works; ● a description of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material, including a URL address; ● Your full name, address, telephone number, and, email address; ● a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and ● a statement made under penalty of perjury by you that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of the copyright involved.

The notice described above should be sent to us via email using the address support@joinavanti.com.

Please note that in order to facilitate resolution of the dispute, we may provide your contact information to the user or entity that posted the content that you are reporting; or in the event that you are the alleged infringer and provide a counter-notice, to the user or entity that filed the original claim. Please also note that you may be liable for damages (including costs and attorneys' fees) if you knowingly and materially misrepresent that material or an activity is infringing your copyright.

24. Independent Contractors

No agency, partnership, joint venture, or employment relationship is created between us, or between you and our printers, as a result of these Terms of Use and you do not have any authority of any kind to bind us in any respect whatsoever.

25. Non-Waiver

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

26. Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, Acts of God, epidemics, or mechanical, electronic or communications failure or degradation (including "line-noise" interference).

27. Severability

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable.

28. Assignment

These Terms of Use are not assignable, transferable or sub-licensable by you except with our prior written consent. We may transfer, assign or delegate these Terms of Use and their rights and obligations without consent.

29. Governing Law

By using the Service, you agree that these Terms of Use shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its conflict of law rules. You further agree that you may only bring claims in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, and will commence court proceedings solely in the federal or state courts located in Los Angeles, California which the parties irrevocably agree shall have exclusive jurisdiction.

30. Entire Agreement.

These Terms of Use supersede all prior and contemporaneous agreements, representations and warranties and understandings, whether oral or written, with respect to the Service. We reserve the right, at our sole discretion, to modify or replace these Terms of Use at any time. If the alterations constitute a material change to these Terms, we will notify you by posting an announcement on the Service. What constitutes a material change will be determined by us in our sole discretion. However, it is your responsibility to read and become familiar with any modifications that we may make. Using the Service following notification of a material change to these Terms of Use shall constitute your acceptance of the Terms of Use as modified.