Terms and Conditions - SARA Agency

Terms and Conditions

SARA AGENCY TERMS OF USE 

Last Modified: March 12, 2019

Welcome to the website of Green Acres Strategies, LLC – a California limited liability company d.b.a. SARA Agency - (“SARA Agency”, the “Company“, “we” or “us“). Please review the following terms and conditions ("Terms of Use") as they govern your (“you” or “your”) use of this website ("Site") and the Company’s Services (as defined below).  We may change these Terms of Use from time to time, at any time without notice to you, by posting such changes on the Site.

NOTICE: PLEASE READ THE FOLLOWING TERMS OF USE BEFORE PROCEEDING. BY CLICKING "Order" DURING ACCOUNT REGISTRATION AND USING THE SERVICES PROVIDED THROUGH THE SITE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THESE TERMS OF USE. BY USING OR ACCESSING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR ARE UNDER THE AGE OF 13, YOU CANNOT REGISTER FOR AN ACCOUNT OR USE THE SITE.

1. Services; Subscription. Subject to your compliance with these Terms of Use, we will provide you with services through the Site as you may select ("Services").  SARA Agency offers a range of subscription memberships for its Services (each, a “Membership”).  Each Membership includes a range of user actions on Instagram® (“Actions”) that may be recorded by our Services on your registered web page in any given month of the subscription period. What this means, is that we keep track of the Actions you’ve done through the Services (e.g. “liking”, “commenting”, “following”).

You will select your Membership as part of your registration for the Services, which may begin with a Free Trial Period (as defined below). Each subscription period for a Membership will be based on the subscription period chosen/sold (e.g. annually, bi-annually, quarterly, monthly, weekly). All Memberships are on a weekly or monthly billing cycle. You are responsible for subscription fees for the entire subscription period chosen/sold.

At the end of your current subscription period, your Membership will automatically renew for a subscription period equal to your prior subscription period unless you provide us with email notice (sent to success@sara.agency) of your intent not to renew your Membership at least seven (7) days prior to the end of the then-current subscription period.

A set-up fee of one dollar ($1.00) will be charged to you credit card or other payment method on file when or shortly after your Account (as defined below) is established. To view the specific details of your Membership, including pricing information and the end date of your Membership subscription period, login to your Account on the Site and view an individual Membership.

2. Account Registration; Account Settings; Passwords.

A. Your Account Information. By submitting a registration form or creating a password on the Site for an account (your “Account”), you represent to us that the information you have provided on your registration form ("Account Information") is true, accurate, current and complete. You will maintain and promptly update your Account Information using the functionality provided through the Site to keep it true, accurate, current and complete.  We or our designees and/or licensees may use your Account Information for promotional or marketing purposes until you revoke such authorization by notifying us at success@sara.agency.

B. Passwords. You are responsible for maintaining the confidentiality of your password and you are not permitted to share or disclose your password to anyone else. You will be solely responsible for the activities of anyone accessing the Site using a password assigned to you, even if the individual is not, in fact, authorized by you.  If you have reason to believe that your password has been compromised or used without authorization, you must promptly change it.

C. Permitted Uses. Use of your Account is limited to your own personal, noncommercial use only.

3. Billing Policies, Refunds, Overages, and Upgrades and Downgrades

A.  Fees

  • The fees for your Membership are billed in advance of each billing cycle.
  • In the event you cancel your Membership, and a refund is required, you can reach us on the on-site chat, or success@sara.agency.
  •  If you upgrade your Membership level, you will be charged for the increased price of the upgraded Membership, pro-rated to reflect the remaining duration of your subscription period, and you will be charged the full amount of the then-current rate for the new Membership, as provided at https://www.sara.agency/pricing, beginning with your next billing cycle.
  • If you desire to downgrade your Membership level prior to the end of your subscription period, please provide written notice to success@sara.agency. The Membership downgrade will take effect the first billing cycle that occurs more than seven (7) days following your notice to us, and you will not receive any refunds for payments made on your current billing cycle. Downgrading your Membership may cause the loss of account content, features, or capacity. Sara Agency disclaims liability for any such loss.
  • Any discounts applied to a previous subscription or Membership may not apply to a renewed subscription or Membership, including to any automatic renewals.
  • Any questions involving upgrades or downgrades to your Membership can be directed to success@sara.agency.

B. Free Trial

Subscriptions to the Services may begin with a free trial period during which you can try out the Services for three (3) days from the date you register (“Free Trial Period”).  To begin your 3 days free, a $1 setup charge will occur. This refundable upon request.  The trial period provides 3 days free, however you must cancel within 24 hours of starting your service in order to receive a full refund.  If you cancel beyond 24 hours of sign up, your cancellation will apply to the next billing cycle. Your Free Trial Period will include all the features of a paid Membership, provided, however, if you have not provided billing information or purchased a Membership by the time the Free Trial Period ends, you will lose all access to the Services and all of your User Content (as defined below). Sara Agency reserves the right to modify, cancel and/or limit the Free Trial Period without notice at any time.

 

C.  Changes in Fees

 

We may change the fees for the Services at any time or impose additional fees or charges, all upon fifteen (15) days written notice by email to your email address on file. Such changes will be effective as of the first billing cycle that occurs more than fifteen (15) days after notice of our new fees, provided that if you upgrade or downgrade to a new Membership, you will be charged at the then-current rate for such Membership, as provided at https://sara.agency/pricing/.

D.  Payment of Fees

As an express condition of your use of and access to the Services, you agree to pay all fees applicable to your Membership, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services.

 

We will bill the fees due under your Membership to the credit card or PayPal® account you provide to us during registration of your Account (or to a different credit card if you change your payment information in your Account). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Membership, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts to the payment method provided by you.  Any charge or invoice that you do not contest in writing within ten (10) calendar days is deemed to be correct, final and binding. We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in these Terms of Use. Unless otherwise stated, all fees are stated in U.S. Dollars.

E. Credit Card Payments

If you provide us with a credit card account during registration of your Account (or to a different credit card if you change your payment information in your Account), all fees for your Membership will be billed to that credit card account.  You authorize the card issuer to pay any amounts described herein and associated with your Membership and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we, cancel or terminate your Membership as provided herein or these amounts are paid in full, whichever is later.  You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Sara Agency username or password).

 

You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

F.  Account Cancellation

You may cancel your Membership at any time. To do so, start on your Account page and find the applicable Membership and follow the cancellation instructions.  Alternatively, you can cancel by either speaking with an authorized account representative on our on-site chat, or sending an email to success@sara.agency.  For clarity, if you cancel your Membership prior to the conclusion of your current subscription period, you will remain responsible for payment for all subscription fees through the conclusion of your current subscription period.  If you cancel your Membership, you will lose all access, upon the expiration of your current pre-paid subscription period, to the Services and any data or information stored in your account, including all User Content.  Further, you may always ask that all of your User Content (including all Personal Information as defined in our Privacy Policy (defined below)) be removed entirely from our systems and your Account closed by notifying us at success@sara.agency. 

4. Termination.

A. Term. We will provide the Services to you commencing upon the payment and completion of the registration for your Account and choice of Membership unless your Account, an applicable Membership or the Services are terminated before the end of the term as permitted in these Terms of Use.

B. Termination for Cause. We reserve the right to disable your password and terminate your access to your Account regardless of the type of Membership you have if you fail to comply with these Terms of Use, including without limitation, failing to comply with the password restrictions or providing false Account Information. If we do so, we may also choose to delete your Account Information or remove User Content you have posted or uploaded to the Site or your Account. We will not provide any refund if your Account or a Membership is terminated for cause.

C. Other Termination. We have the right to cease providing the Services and/or any particular program at any time and without prior notice to you. If we terminate the Services without cause, you will not receive any refund of any fees previously paid unless the termination was done in violation of these Terms of Use.

5. Online Privacy Policy Consent. By agreeing to these Terms of Use, you also agree to comply with the terms of our Privacy Policy https://sara.agency/privacy-policy/, which is expressly incorporated herein. Before using the Site, please carefully review our Privacy Policy.  All Personal Information (as defined in the Privacy Policy) provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy. We reserve the right to monitor your communications with us whether by mail, voice, fax, e-mail or any other form of transmission for the purposes of quality control, security and other business needs. The Privacy Policy contains further restrictions and obligations of both parties, including, without limitation, those under the General Data Protection Regulation (“GDPR”) adopted by the European Union.

6. Additional Terms and Click-Through Agreements; Third Party Websites.

A.        Addition Services.  We or our affiliates, may require you to follow additional rules, guidelines or other conditions in order to use various special features, to participate in certain promotions available through the Site, or to receive other services that we may offer from time to time ("Additional Services"). In such cases, you will be required to expressly consent to additional terms, for example, by checking a box or clicking on a button marked "I Agree." This type of agreement is known as a "click-through" agreement. If any of the terms of a click-through agreement are different than the terms of these Terms of Use, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the click-through agreement. All additional terms and click-through agreements as described in this paragraph are referred to herein as "Additional Terms."

B. Social Media Services and Other Third Party Websites and Platforms. You also can engage with our content, such as video, games, applications, and other offerings, on or through social media services or other third party platforms, such as Instagram® or other third-party social media plug-ins, integrations and applications. When you engage with our content on or through social media services or other third party platforms, plug-ins, integrations or applications, you may allow us to have access to certain Information in your profile. This may include your User Content, including, without limitation, you name, e-mail address, photo, gender, birthday, location, an ID associated with the applicable third party platform or social media account user files, like photos and videos, your list of friends or connections, people you follow and/or who follow you, or your posts or "likes." For a description on how social media services and other third party platforms, plug-ins, integrations or applications handle your User Content and information, please refer to their respective privacy policies and terms of use, which may permit you to modify your privacy settings (such as Instagram).  When we interact with you through our content on third party websites, applications, integrations or platforms, we may obtain any information regarding your interaction with that content, such as content you have viewed, your game performance, high scores, and information about advertisements within the content you have been shown or may have clicked on.

7. Content.

A. User Content. Current and anticipated features of the Site provide ways for our users to post, upload, transmit through or otherwise make available ("post") content including text, images, illustrations, graphics, audio, video or audio-video clips, or other materials on or through the Site. The content our users post is referred to as "User Content" in these Terms of Use.  

B. Prohibited User Content. You may not post User Content on or through the Site that: is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; exploits people in a sexual or violent manner; contains nudity, violence, or offensive subject matter; provides any telephone numbers, street addresses, last names or email addresses of anyone except yourself; promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; violates any intellectual property or other proprietary right of any third party, including User Content that promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other members; involves commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; includes a photograph of another person that you have posted without that person's consent or, in the case of children under the age of thirteen (13), parental consent, or otherwise constitutes an invasion of an individual's privacy or infringement of publicity rights; or contains a virus or other harmful component.

C. Responsibility for User Content. You are responsible for all User Content you post to your Account and the Site and for adjusting the Account settings that permit you to display your User Content on the Site, where applicable. Posting your User Content via the Internet inherently poses the risk of unintended disclosure and access by third parties. We will make reasonable efforts to prevent your User Content from disclosure beyond the settings you select, but we cannot guarantee these settings will prevent your User Content from being viewed or accessed by unintended third parties and we will not be liable for such disclosures. We are not responsible for and do not control User Content, and, therefore, we do not guarantee the accuracy, integrity or quality of any User Content.  Under no circumstances will we be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, settings viewing errors, or any loss or damage of any kind incurred as a result of the use of any User Content posted on or through the Site.

D. Rejection/Removal of Your Content.  You acknowledge that we may or may not pre-screen User Content posted on the Site, but that we have the right (but not the obligation) to pre-screen, edit, refuse, or remove any User Content or portion thereof that is available via the Site for any lawful reason. Without limiting the foregoing, we have the right to remove from the Site any User Content that violates these Terms of Use without liability.

F. License to Use Your Content. By posting, sending or transmitting the User Content, you hereby grant us and our designees and/or licensees: a worldwide, fully paid, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such User Content in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to you, and you further specifically acknowledge and agree that you waive any and all intellectual property or other rights that you might otherwise claim in connection with any such use.

G. Removal of User Content from the Site. You may always ask that all of your User Content (including all Personal Information be removed entirely from our systems and your Account closed by notifying us at success@sara.agency.  We cannot guarantee the complete deletion of your User Content and copies thereof from the Internet if it has been transmitted through our Services to any third party website, message board, blog or applications integrated with the Services.

H. Warranties. You represent and warrant that (i) you own all right, title and interest in your User Content or otherwise have the right to grant the license to the same, and (ii) the posting of your User Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, trademarks, patents, trade secrets, contract rights, confidentiality, or any other rights of any third party.

8. Ownership of Site and User Content.

A. User Content. We own and reserve all right, title and interest in the Site, including all of the software and code that comprise and operate the Site, and all of the content on the Site except your User Content. The Site and the content we and others provide are protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws.

B. License to you. We hereby grant you a limited, revocable, non-sublicensable license to download and print copies of the portions of the Site to which you have properly gained access for your personal use. You are not permitted to remove, modify or obscure any copyright, trademark, or other proprietary notices you access from the Site. The foregoing license is subject to these Terms of Use and does not include the right to use any data mining, robots or similar data gathering or extraction methods. This license is revocable at any time without notice and with or without cause.

C. Restrictions. You may not and you may not permit others to copy, distribute, perform or display publicly, prepare derivative works based on, broadcast, exploit or use any part of the Site except as expressly provided in these Terms of Use or Additional Terms without our prior written permission. Any use of the Site or its content is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes.

9. Claims of Copyright Infringement.  It is our policy to investigate any allegations of copyright infringement brought to our attention. We reserve the right in our sole discretion to immediately suspend and/or terminate access to any Site by any user who is alleged to have posted infringing materials or a link to infringing materials on the Site and to immediately remove or disable the allegedly infringing User Content or link.

10. Trademarks.  The trademarks and service marks used or displayed on the Site ("Trademarks") are our registered and unregistered trademarks and those of their licensors or affiliates. You may not use any Trademarks displayed on the Site without our prior express written permission of us or the trademark owner.

11. Your Feedback. We welcome your comments, feedback, suggestions, and other communications regarding the Site and the information and services we make available through the Site (collectively, "Feedback").  The Feedback you provide to us through the Site will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

12. Third Party Sites. The Site may contain links to websites operated by other entities (such as Instagram). If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We make no warranty or representation regarding, and do not endorse, any linked websites or the information appearing thereon or any of the products or services described thereon.  We take no responsibility for your actions in connection with any third party website, nor are we responsible or liable to you for any action taken by a third party in connection with their website.

13. DISCLAIMER OF WARRANTIES. THE SITE, THE SERVICES AND ANY CONTENT THEREON, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATES, SUPPLIERS AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SERVICES AND SITE AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE OR COMPLETE; (iii) THAT DEFECTS WILL BE CORRECTED; (iv) THAT THE SERVICES OR SITE SHALL BE AVAILABLE WITHOUT DELAY, FAILURE, INTERRUPTION OR CORRUPTION DUE TO LOCAL EXCHANGES, INTER-EXCHANGES, CARRIER LINES, ROUTES, SWITCHES AND OTHER EQUIPMENT OWNED BY THIRD-PARTIES; OR (v) THAT ANY SOFTWARE, SERVICES, CONTENT, SITE OR SERVER(S) ON WHICH THE SITE ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE AND ANY INFORMATION OR MATERIALS PROVIDED ON OR THROUGH THE SITE IS ENTIRELY AT YOUR OWN RISK.

14. RELEASE. YOU AGREE THAT WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, AGENTS, SPONSORS, CONTENT PROVIDERS, PARTNERS OR SUPPLIERS (COLLECTIVELY, THE "RELEASED PARTIES"), SHALL NOT HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SERVICES OR SITE. YOU FURTHER AGREE TO HEREBY AND FOREVER RELEASE AND WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ANY RELEASED PARTIES FOR ANY AND ALL CLAIMS, CAUSES, DAMAGES OR LOSSES UNDER ANY THEORY OF LIABILITY (INCLUDING ATTORNEYS' FEES AND ASSOCIATED COSTS AND EXPENSES) ARISING FROM YOUR USE OF THE SERVICES OR SITE. NOTWITHSTANDING THE FOREGOING, OUR TOTAL LIABILITY TO YOU BY ANY RELEASED PARTY SHALL NOT EXCEED THE FEES PAID BY YOU TO US DURING YOUR MEMBERSHIP.  IN ADDITION, SHOULD YOUR CLAIM ARISE FROM A PURCHASE MADE ON OR THROUGH OUR SITE, OUR TOTAL DAMAGES SHALL NOT EXCEED THE FEES YOU HAVE PAID US.

15. LIMITATION OF LIABILITY. YOU EXPRESSLY AGREE AS A CONDITION OF USING THE SERVICES AND SITE THAT THE RELEASED PARTIES ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF OR INABILITY TO USE THE SERVICES OR SITE; (ii) ANY CONTENT CONTAINED ON THE SITE OR WITH THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE THROUGH THE SERVICES OR ON THE SITE; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SERVICES OR SITE; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE THROUGH THE SERVICES OR ON THE SITE; (vi) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITE OR SERVICES, or (vii) ANY OTHER MATTER RELATING TO THE SERVICES OR SITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTORY, OR OTHERWISE) EXCEED THE FEES PAID BY YOU TO US FOR ACCESS TO THE SERVICES OR THE SITE. IN ADDITION, SHOULD YOUR CLAIM ARISE FROM A PURCHASE MADE ON OR THROUGH OUR SERVICES OR SITE, OUR TOTAL DAMAGES SHALL NOT EXCEED THE COST OF THE PRODUCT OR SERVICE PURCHASED.

16. Notices. We may deliver notice to you under these Terms of Use or any other published policy on the Site by email, a general notice published on the Site or by first class U.S. Mail to the street address provided by you at the time you register your Account.  We will never request any Personal Information from you via electronic or postal mail.  If you receive an email or postal mail that purports to be from us that requests Personal Information from you, and specifically, your credit card number, please do not reply to that email or request. You may give notice to us via email, at success@sara.agency, by certified U.S. Mail postage prepaid or by nationally recognized overnight courier to our corporate address listed on the Site

17. Indemnification.  You agree to defend, indemnify and hold us our directors, officers, employees, agents, contractors, successors and assigns (collectively the “Indemnified Parties”) harmless from any and all claims, liabilities, costs and expenses, including attorneys' fees, arising in any way from your use of the Services and Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim at your sole expense.

18. Assignment.  You may not assign or transfer your rights or the license granted to you under these Terms of Use without our express, prior written consent. Any attempt to assign or transfer your rights or license shall immediately terminate your Membership and Account, and notwithstanding anything to the contrary herein, you shall forfeit any amounts paid or owed, without a right to a refund.  We may assign its rights and interest in these Terms of Use or otherwise at any time and without notice to you or your consent.

19. Applicable Law.  These Terms and the relationship between you and us shall be governed by the laws of the State of California, United States of America, without regard to its conflict of law provisions. You agree that any controversy or claim that you have arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its applicable Arbitration Rules. The place of arbitration shall be Los Angeles or San Francisco, California, USA. We operate the Site from our locations in the United States of America. We do not represent that the Site is appropriate or available for use in any other locations. If you choose to access the Site from locations outside of the United States of America, do so on at your own risk, provided, however, that we do afford certain protections under the GDPR as set forth in the Privacy Policy.  All parties to these terms and conditions waive their respective rights to a trial by jury.

20. Limitation on Actions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or Site or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.