Claya Inc., Terms of Service
Last updated April 10, 2018
Claya Inc. (“Claya” “we,” “us,” or “our”) welcomes you to their website. We are excited you have decided to access and make use of our online services (the “Services”), which we have readily made available to you through our website with the address: routinevitamins.com (the “Website”).
If you choose not to agree to one, more or all of these terms, then please do not proceed to make use of the Website and/or the Services. The terms and conditions of these Service Terms are subjected to changes from time to time, so you should review this page on a regular basis. If we make any material change on this website, we will update the ‘last updated’ date on the top of this page (‘Service Terms’). Sections below with the titles “Binding arbitration” and “Class action waiver” both respectively contain a binding arbitration agreement and class action waiver. Therefore, they affect your legal rights. Ensure you read them.
NO MEDICAL ADVICE
You acknowledge and agree that Claya does not provide any form of medical advice, medical opinion, medical care, diagnosis, or treatment, and that Claya does not evaluate or in any way consider the need to seek any form of medical attention, through the Website and the Services.
The Website, the Services and the Content are meant only for informational purposes, and are not intended to be substituted for professional medical advices, diagnosis or treatments.
You should not use any information on the Website to diagnose/treat any health problem or disease, or prescribing any medication or other form of treatment.
Seek professional advice from your physician or other qualified health providers before using any one of our available nutritional supplement and with any question regarding a medical condition.
Never disregard or be delayed in seeking professional medical advices because of something you have read on the Website, the Services and/or the Contents. If you perceive that you may have a medical emergency, contact your doctor or call 911 immediately. Reliance on the Website, the Services and the Content is solely at your own risk.
Information given on the Website and the use of any purchased products or services from our Website DOES NOT create a doctor-patient relationship between any of the health professionals affiliated with our Website and you.
Information and statements shared on our Website regarding dietary supplements have NOT been evaluated by the Food and Drug Administration and are therefore not intended to diagnose, treat, cure, or prevent any kind of disease.
DESCRIPTION AND USE OF SERVICES
Our Services include building your own personalized vitamin and supplement pack (“Rootine vitamin mix”/”Rootine vitamins”. This might be produced based on your lifestyle information and/or genetic blueprint and/or bloodwork. We will deliver your personal supplement (“Rootine vitamin mix”) to you in packaged boxes based on a subscription basis (“Subscription”).
We grant Visitors and Customers access to our Website and the Services as described below.
Visitors: As the term implies, visitors are people who have not or are yet to register with us, but want to explore our Website, they require no login. Visitors can: (i) view all publicly-available contents on our Website and (ii) e-mail us.
Customers: They are different from visitors because login is required for all Customers. Customers can do all things that Visitors are allowed to do, and can also access their personal account information on the Website, post Customer Content and use the Services.
Claya is under no obligation to accept any individual as a Customer, and may accept or reject any registration in accordance to its sole and complete discretion.
USE OF PERSONAL
Your use of our Services may involve the transmission of certain Personal Information of yours. This may include: Genetic Data as a result of your genetic test, lab results (like blood word or urine tests) or personal information concerning your lifestyle (diet, stress, nutrition etc.) We collect, store and analyze your Personal Information. This information will be used to Register you as a Customer; identify you as a Customer when signing in to your account; Give you Recommendations; React to your Orders, service requests: Forward you newsletters and promotional material, Send you your test material and supplement.
Your Personal Information will only be shared with business (CLIA-certified partner laboratory) and service partners (payment processors). To provide you with our Services these companies are capacitated to use your Personal Information as a necessity.
PRODUCT DESCRIPTIONS AND AVAILABILITY
(a) Product Descriptions: Our Website contains different descriptions of dietary supplements and vitamins. We thrive to be as accurate as possible to deliver complete information and descriptions of the supplements and/or vitamins that are made available to you through the Services (collectively, the “Products”). However, we cannot give you a warranty that the Product descriptions and any other content are accurate, relevant, complete, reliable, or free of error. If any of our offered Products is not as described, your only option is to return it in unused condition. We reserve the right, at any time, to modify, alter, suspend, or discontinue the sale of any Product with or without notice and we will not incur any obligation as a result of any such changes.
(b) Shipping: Our packages are shipped via UPS. Your sample sets should arrive withing 6-10 business days after placing an order and packages get delivered 5 to 10 business days after placing an order. Your sample set includes a prepaid return label, it lies in the Customer’s responsibility to make sure the DNA samples get send back. The time from sample receipt until the upload of the results to the platform can take up to 5 weeks (depending on sample quality) but may be significantly faster. The production and shipment of your personalized Rootine vitamin mix should take place within a maximum of 14 business days.In the event of shipping delays, you will be promptly contacted by a representative of the Rootine team
(c) Refunds: Personalized Rootine vitamin mixes have been produced specifically for you and they are not refundable. Please look at point 8 for more information on our return policy.
(a) Description of a lifestyle genetic analysis: Implementation and communication of genetic tests based on provisioned cells that serve neither the diagnosis or risk assessment of diseases and food intolerances nor the effectiveness of therapies. These are not measures, procedures, treatments or objects which are used for detection, removal or alleviation of disease, illness, physical defects or pathological symptoms in humans. Solely genetic tendencies are identified, not any statements about existing diseases, illness, physical defects or pathological complaints. Lifestyle genetic analyses exclusively determine genetic tendencies and characteristics that may have no explanatory power over a disease or likelihood of illness. Typical Lifestyle genetic analyses are: A genetic analysis for determination of the most effective weight loss program, a genetic analysis for determination of the (athletic) talent etc. Genetic analyses, which identify the genetic risk of disease with the purpose of dosing personalized micronutrients (vitamins and minerals) individually, but do not communicate the resulting risk of disease are considered lifestyle genetic analyses.
(b) Description of a metabolic analysis: the analysis of human body samples of blood, saliva or urine. The aim of such an analysis is to measure and detect potential deficiencies, that might be a sign of insufficient nutrition, but do not diagnose any disease.
(c) Loss/destruction/damage/change/defectiveness of the sample: If the sample submitted by the customer is destroyed during transport, damaged or altered, or if it goes missing, then this falls within the exclusive sphere of the customer. If a false or erroneous result occurs due to damage or change in the sample that occurred during transport, it does not fall within the sphere of Claya so that no liability can be derived in particular. If no DNA can be isolated from samples, then the customer agrees to resubmit a sample at no cost to the customer or CLAYA; the costs will be covered by the analysing partner lab. Unless otherwise agreed in writing, the start of the analysis takes place as soon as possible when the samples arrive in Austria at our partner lab.. The customer should be aware that the genetic analysis takes approximately up to 5 weeks. The customer is only entitled to cancel the contract for non-compliance of the performance period, if they have provided the LAB with a reasonable grace period of at least 2 weeks, unless a fixed delivery date is expressly agreed. If an event that makes a significant delay in performance or impossibility of performance fulfilment is likely, Claya is entitled to rescind the contract. If Claya is at fault for the failure or it is otherwise attributable to it, then Claya is liable for damage resulting from this, however only if Claya has caused the circumstance intentionally or grossly negligently.
(d) Limitation of liability concerning analysis services: Claya is only liable for damages incurred by the client due to gross negligence or intent by Claya or its employees. Liability for slight negligence, compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from third party claims against the customer is excluded. These limitations do not apply to personal injury attributable Claya and - as far as it concerns consumers - damage to Claya for processing the transferred goods. A claim for compensation for late or non-performance shall belong to the buyer up to the amount of the actual prejudice and only if Claya has shown intent or at least gross negligence. We would like to point out that results of genetic analyses are often statistical probabilities and the results of genetic testing is a technical evaluation. The genetic analyses are always carried out on state of the art technology, however, Claya reserves a 1% error rate. Furthermore, we would like to point out that Claya excludes any liability claims which may arise due to current or future diseases. The statements and recommendations are based on scientific publications, which are given as a reference in the reports. These were evaluated according to best knowledge and conscience, and seen to be accurate, but should not necessarily be seen as last and final state of science by consumers. It is theoretically possible that future genetic studies come to a different conclusion and would make the findings and recommendations questionable. Liability based on new scientific evidence is excluded. Consumers are reminded that in addition to the usual genetic changes that can be detected by Claya, other rare genetic changes may also exist. These variations could potentially positively or negatively influence the genetic variations to be analyzed, so that in these cases, no reliable statement about the gene variation can be made. Should this be the case, the analysis is repeated at least 3 times and confirmed, and then declared as "Scientifically unclear - impact unclear and therefore declared as wildtype until new science proves otherwise". This also applies to cases in which all the analyzed gene fragments provide good results and a specific gene analysis fails 3 times, as the relevant DNA section cannot be evaluated due to genetic changes. Consumers are not specifically advised of this fact.
(e) Privacy: Claya will keep the data obtained through the analysis secret and thereby comply with the following provisions: The customer shall have access to all data concerning him, as he is the examined person. The examined person will not be informed of any unexpected or not requested (medical) findings of the analysis. This announcement is especially true if the person examined has not asked for it to be designed so that it does not disturbingly affect the person examined. The client will not be notified of gene variations that were not sufficiently scientifically documented at the time of analysis and their impact can therefore not be clearly interpreted. Data in non-anonymous form may only be used for a purpose other than the purpose for which they were originally collected with the express written consent of the person examined. Data may only be passed on: to persons at the facility in which they have been collected, who are directly involved in the investigation, processing or evaluation of the data to the person being examined, to the distributor in case a distributor has been involved in the order and to another person only if the person examined has explicitly agreed in writing, in which case a written revocation of this approval is possible.
DNA samples are destroyed after 2 months. DNA belongs to the Customer, the Customer may request to destroy the DNA at any given time. Customers may also request to remove their data ..
(f) Claya transmits personal data and samples to partner companies in Austria and Germany and to partner companies in other Member States of the European Union, which are part of providing the service offered by Claya in order to fulfil the contract with the customer. These companies only receive data which is necessary for the provision of the respective service. These companies are contractually bound to only process or use transmitted data for the purpose for which it was transferred. Data must be protected against unauthorized access in a suitable manner: Data that has not been rendered anonymous may only be automatically processed at the facility in which it has been collected, as well as at the submitter; it shall be stored separately from other data types, and may only be accessed by persons authorized under this act and only with a separate access way. The obligations also apply to persons involved in the conduct of genetic tests or during storage or management of collected data. Please note that we cannot accept any responsibility or liability for the content of external internet sites and distance ourselves from the content of linked pages which may be accessible through the integration of external links on our site. Third-party content on pages that can be accessed via links from our sites and our sub sites, are not endorsed by Claya and therefore it accepts no responsibility for this. We distance ourselves from undue or illegal content.
(g) Description of blood analyses: In blood tests, substances contained in the blood are (among other things: antibodies) measured and analyzed. The result is then interpreted by Claya or its contractors and a recommendation for action is created. The necessary sample is obtained from a finger puncture the customer must perform themself. The customer needs to prick themself in the finger with the available lancet. It is within the responsibility of the customer to thoroughly sterilize the finger, according to the instructions and immediately consult a doctor for proper treatment in case of infection.
(h) Disclaimer: The recommendations drawn up by these analyses should be considered as a recommendation or inspiration. You should clarify any acts relating to your health with your doctor. Claya is not responsible for the effectiveness of the recommendations, health consequences of recommendations, health consequences of not proper sampling or financial damage that has arisen subsequent to this analysis.
Just like every other community, Claya’s community, functions at its best when its people abide by these simple rules. By accessing and/or making use of the Platform, you hereby agree to comply with Claya’s community rules and that:
- You will comply with every law that applies to your usage of the Website and the Services and will not make use of the Website and the Services for any criminal or unlawful purpose;
- You will not access or use the Website and the Services to collect any market research
- or conduct any market survey for a competing business;
- You will not upload, post, e-mail, transmit, or make available any content that:
- infringes any trademark, copyright, publicity right, or other proprietary rights of any person or entity; or
- is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of someone else’s privacy, or promotes violence in any form; or
- discloses any sensitive or personal information about another person, these includes that person’s phone number, e-mail address, postal address, credit card information, or similar information;
- You will not “stalk” or harass another;
- You will not impersonate any person or entity, fake anyone’s identity or falsely state or misrepresent your affiliation with any person or entity;
- You will not disassemble, reverse engineer, or decompile any software or other processes or products made accessible to you through the Website or the Services;
- You will not remove, circumvent, alter, degrade, deactivate, or thwart any of the protections in the Website, or the Services;
- You will not use any automated approach, including spiders, crawlers, robots, data mining tools, or similar tools to scrape data or download from the Website, or Services, directly or indirectly, except for Internet search engines like Google and non-commercial public archives (e.g., archive.org) that are in compliance with our robots.txt file;
- You will not make use of frame, or utilize any framing technique to enclose any CLAYA trademark, logo, or other proprietary information (including images and graphic contents found on the Website and the Services, the content of any text, or the layout/design of any page or form contained on a page, etc.) without CLAYA’s written consent;
- You will not make use of meta tags or any other "hidden text" utilizing a Claya name, trademark, or Product name without Claya’s written consent;
- You will not take any action that may impose or imposes (in our sole discretion) any unreasonable or disproportionately large load on our technical infrastructure;
- You will not make any attempt to interrupt or interfere with or interrupt the proper operation of the Website and the Services by using any device, virus, software or routine, information collection or transmission mechanism, or access or attempt to gain access to any data, files, or passwords related to the Website and the Services through hacking, password or data mining, or any other means; and
- If you find anything that violates our Community Guidelines, please inform us, and we will review it.
In our absolute and sole discretion, we reserve the right to deny you access to the Website and the Services, or any part of the Website and the Services, without notice, and also to remove any comment(s) that do not adhere to these guidelines.
SIGN-IN NAME; PASSWORD
During Customers’ registration processes, you will be asked to provide your email address. Also, you will be asked to create an account, which will include your e-mail address as a sign-in name (“Sign-In Name”), and a password (“Password”). When creating your account, you must make sure you provide accurate, true, current, and complete information. Each Sign-In Name and corresponding Password can only be used by one Customer. You are solely responsible for the confidentiality and use of your Sign-In Name, and Password. You will promptly inform us of any need to delete or deactivate a Sign-In Name or Password. We reserve the right to delete or change your Sign-In Name or Password for any reason and at any time.
SUBSCRIPTION FEES, PAYMENTS, AND AUTOMATIC RENEWALS
You acknowledge and agree that by placing an order on a personalized Rootine Vitamin mix, you are signing up for a Subscription with us. You agree to pay every applicable Subscription fee asked of you (“Subscription Fees”) whenever you order your Personalized Rootine vitamin mix. We may make use of a third party payment vendor (“Third-Party Payment Vendor”) in processing the payment of your Subscription Fees. You guarantee and represent that you are the valid owner and authorized user of the credit card or any other payment card to such Third Party Payment Vendor, and that all details and information you provide is true and accurate.
It is important to NOTE that when you sign up to use the Services, your Subscription will be renewed automatically until you cancel it. You may however cancel at any time by providing us with a written notice in no later than fifteen (15) business days before your next package is shipped, and the cancellation will be effective for the following shipment interval. Before each shipment interval ends, we may send you an e-mail reminder where you will be informed that your next box of personalized Rootine Vitamins is ready for shipping. Again, if you do not cancel/cancel on time, then your next box of the personalized Rootine vitamins will be shipped and all applicable Subscription Fees will be charged on your account.
For example: Should you order a 3 month subscription, all 3 monthly packs will be received by you at once. Payment will then be conducted on a monthly basis. Should you decide to cancel your 3 month subscription after 2 months, the third month will still get billed and after this point no more supplements will be shipped and no more payments will be due. Should you cancel your 3 month subscription after 4 months, you will already have received another 3 months of .
Your right to use the Service or a certain product upon our receipt of payment of Subscription Fees is conditional. If we cannot charge payment to your credit card or if we refund a charge for any reason, we reserve the right to either suspend or terminate your access and account immediately, thereby terminating this Agreement and all our obligations hereunder. We reserve the right to effect changes on any of the fees that we charge, or to initiate new or additional fees, at any point in time upon notice to you.
SUSPENDING OR POSTPONING DELIVERY OF YOUR PERSONALIZED ROOTINE VITAMINS
By following the Website’s instructions, the delivery of your personalized Rootine Vitamins may be postponed or suspended. However, in cases where we have already started preparing the next box of your Rootine vitamins, you will not be able to postpone or suspend. When we start preparing your next box of Rootine vitamins, you will get alerted by email.
The Website and the Services contain materials, like texts, images, graphics, software, sound recordings, audio-visual works, and other materials provided by or on behalf of Claya (collectively referred to as the “Content”). The Content may be owned by us or possessed by third parties. The Content is protected under both laws of the United States and foreign laws. Unauthorized use of the Content may violate trademark, copyright, and other laws. You have no rights in or to the Content, and you will not use the Content except in accordance to the permissions under this Agreement. No other use is permitted without a prior written consent from us. You must retain all copyright and every other proprietary notice contained in the original Content on any copy made of the Content. You may not transfer, license, sublicense, sell, assign, modify, distribute, perform, display, reproduce, make a derivative version of, or otherwise use the Content in any way for any commercial or public purpose. The posting or usage of the Content on any other website or in a networked computer area for whatever purpose is expressly prohibited.
If any part of this Agreement is violated, we will automatically terminate your permission to access and/or use the Content and the Services and you must destroy all copies you have made of the Content immediately.
The logos, service marks and trademarks of Claya (“Claya Trademarks”) are used and published on the Website and the Services are registered and unregistered trademarks or service marks of Claya. Other products, company, and service names found on the Website and the Services may be service marks or trademarks owned by others (the “Third-Party Trademarks”, and, generally with the Claya Trademarks, the “Trademarks”). Nothing on the Website and the Services should be deduced as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without any prior written permission from us specific for each such use. Using the Trademarks as part of a link to or from any website is prohibited except the establishment of such a link is approved by us in writing prior to that time. We accustom to our benefits all goodwill generated from the use of the Claya Trademarks.
All elements of the Website and the Services are protected by trademark, trade dress, unfair competition, and other federal and state laws and may not be copied or imitated in whole or in part, through any means, including but not limited to the use of mirrors or framing. None of the Content may be retransmitted without us expressing written consent for each and every instance.
Customers may post, publish and/or create content through the Website and the Services, including but not limited to, comments and reviews about the Rootine vitamins (collectively, the “Customer Content”). We cannot and do not review it all--we only act as a passive conduit for the distribution of the Customer Content to all other users of the Website and the Services. That being said, we may remove any Customer Content that violates the terms of this Agreement, or that we find offensive or otherwise unacceptable, n our sole discretion.
You expressly acknowledge and agree that immediately your Customer Content is submitted for inclusion into the Website and the Services, it will become accessible by others, and that there is no privacy or confidentiality with respect to such Customer Content, including, without limitation, any personally identifying information you may make available. YOU, AND NOT CLAYA, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CUSTOMER CONTENT THAT YOU UPLOAD, POST, PUBLISH, E-MAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITE AND THE SERVICES.
You retain all copyrights and other intellectual property rights in and to the Customer Content. However, you hereby grant us a non-exclusive, transferable, sublicensable, royalty-free, perpetual license to modify, copy, transmit, record, compile, distribute, translate, synchronize, format, combine with other content, publicly perform, publicly display and otherwise use or exploit your Customer Content however necessary to provide the Website and the Services.
If your Customer Content is submitted to us, each of such submission constitutes a representation and warranty to Claya that such Customer Content is originally created by you (or that you otherwise possess the right to provide the Customer Content), that you have the necessary rights to grant the license under the prior paragraph to the Customer Content, and that it and its use by Claya and its content partners in accordance with the permissions of this Agreement does not and will not misappropriate or infringe the moral rights or intellectual propertyof any person or contain any defamatory, libelous, or obscene material or content that violates the terms of this Agreement.
COMMUNICATIONS TO US
Although you are strongly advised to message us via e-mail, we do not want you to, and you should not, send us any content that contains confidential information via email. With respect to feedback, questions, comments, suggestions, and all e-mails you send to us, we are open to suggestions on ideas, concepts, or technical know-how, contained in your communications for any purpose whatsoever, including but not limited to, the production, development, and marketing of products and services that encompass such information.
NO WARRANTIES/LIMITATION OF LIABILITY
THE WEBSITE, THE PRODUCTS, THE SERVICES, THE CONTENT, AND THE CUSTOMER CONTENT, ARE GIVEN ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. WE AT CLAYA DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE.
IN CONNECTION WITH ANY CONTRACT, WARRANTY OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE OR HELD RESPONSIBLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, PROFIT LOSS, OR DAMAGES AS A RESULT OF LOST DATA OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OR INABILITY TO ACCESS AND USE OUR SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES LIKE THE ABOVE LISTED; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER RESULTING FROM YOU USING OUR SERVICES, OR THE CONTENT SHALL BE LIMITED TO THE PAYMENTS YOU HAVE MADEIN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURENCES GIVING RISE TO THE CLAIM.
IN CERTAINJURISDICTIONS, THE EXCLUSION OF SPECIFIC WARRANTIES ARE NOT ALLOWED. THEREFORE, SOME LIMITATIONS LISTED ABOVE ON WARRANTIES IN THIS SECTION MAY NOT BE APPLICABLE TO YOU.
THE WEBSITE AND THE SERVICES MAY BE MADE UP OF TECHNICAL INACCURACIES, OMISSIONS, PRICING ERRORSOR TYPOGRAPHICAL ERRORS. WE ARE NOT TO BE HELD RESPONSIBLE FOR ANY SUCH ERRORS LISTED ON THE WEBSITE AND THE SERVICES. WE RESERVE THE RIGHT TO CHANGE CORRECT AND/OR IMPROVETHE WEBSITE AND THE SERVICES AT ANY POINT IN TIME WITHOUT NOTICE.
WE RESERVE THE RIGHT TO MODIFY ORCANCEL AN ORDER IN SITUATIONS WHERE IT APPEARS THAT A CUSTOMER HAS ENGAGED IN FRAUDULENT OR ANY INAPPROPRIATE ACTIVITY OR IN SITUATIONS WHERE IT APPEARS THAT THE ORDER CONTAINS OR RESULTS FROM A MISTAKE OR ERROR.
ENSURE THAT YOU ALWAYS CONSULT YOUR PHYSICIAN OR MEDICAL ADVISORS BEFORE EMBARKING ON ANY DIET PLAN, SUPPLEMENTATION PROGRAM OR EXERCISE. IN ADDITION, YOU SHOULD CAREFULLY READ EVERY PIECE OF INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS OR IN THE PRODUCT PACKAGING AND LABELS BEFORE PROCEEDING TO USE ANY PRODUCT PURCHASED FROM OUR WEBSITE. INFORMATION FOUND ON THE WEBSITE AND THE USE OF ANY PRODUCTS/SERVICES PURCHASED FROM OUR WEBSITE BY YOU DOES NOT CONSTITUTE A DOCTOR-PATIENT RELATIONSHIP BETWEEN ANY OF THE HEALTH PROFESSIONALS AFFILIATED WITH OUR WEBSITES AND YOU. INFORMATION AND STATEMENTS ON DIETARY SUPPLEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION AND ARE NOT INTENDED FOR THE DIAGNOSIS, TREATMENT, CURE OR PREVENTION OF ANY DISEASE.
Certain links to third-party websites (“External Sites”) may be contained in the Website and the Services, these links are solely provided for your convenience and not as an endorsement of the content on such External Sites by us. The content of such External Sites is developed and provided by others, therefore, you should contact the webmaster or site administrator of those External Sites in case you have any concerns regarding such links or any content located on such External Sites. We are not to be held responsible for the content of any linked External Sites and we do not in any way represent the content or accuracy/authenticity of materials on such External Sites. You should take necessary precautions before downloading files from all websites to protect your computer/smartphone from viruses and other destructive programs. If you choose to access linked External Sites, you do so at your own risk only.
You agree to defend, indemnify, and hold us and our directors, officers, employees, successors, assigns, and licensees harmless from and against any actions, claims, , or demands, which include, without limitation, reasonable legal and accounting fees, resulting or arising from: (i) your breach of this Agreement; (ii) your misuse of the Content, the Services or the Website; and (iii) your violation of any third-party right, including without limitation any trademark, copyright, privacy, or propertyright.
- COMPLIANCE WITH APPLICABLE LAWS
The Website and the Services are located in the United States. We make no claims in regards to whether the Content may be downloaded, viewed, or be suitable for use outside of the United States. If you access the Website, the Services or the Content from anywhere outside of the United States, you do that at your own risk. Whether within or outside of the United States, you are solely responsible for ensuring compliance with laws of your specific jurisdiction.
TERMINATION OF THE AGREEMENT
We reserve all rights, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to any part or all of our Services, at any point in time and for any reason without prior notice or liability. We also reserve the right to change, suspend, or discontinue any part or all of the Services at any point in time without prior notice or liability.
DIGITAL MILLENNIUM COPYRIGHT ACT
CLAYA respects the intellectual property rights of others, for this reason, we attempt to comply with all relevant laws. We will adequately review all claims of copyright infringement received and remove any Content or user submissions/posts perceived to have been distributed or posted and violates any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be provided under that Act is as follows:
303 Spring St.
New York, NY 10013
If you believe that your work or contents has been copied or lifted on the Website and/or the Services in a way that constitutes copyright infringement, please send your notice to our designated agent in accordance with the requirements of the Act, including (i) a full description of the copyrighted work or content that has been infringed and the exact location on the Website and/or the Services where such work or content is located; (ii) a full description of the location of the original orauthorized copy of the copyrighted work or content; (iii) your telephone number, address, and e-mail address; (iv) a statement made by you saying you have a good faith and belief that the work/content being disputed and any usage of it is not authorized by the copyright owner, its agent or the law; (v) a statement made by you,under penalty of perjury, that all information provided by you in your notice is accurate and that you are indeed the copyright owner or you are authorized to act on behalf of the copyright owner; and (vi) a physical or an electronic signature of the owner of the copyright or the individual authorized to act on behalf of the copyright owner’s interest.
In situations where a dispute arises in relation to this Agreement or the Services or any other products or services provided by Claya (each, a “Dispute”), either party may elect to exclusively and finally resolve such dispute through binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any point in time, by any party, shall be final and binding on the other party. IF EITHER PARTY CHOOSES TO PROCEED TO ARBITRATION, NEITHER PARTY SHALL HAVE ANY RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY CHOOSES TO BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF WITHIN THAT COURT’S JURISDICTION AND IF IT HAS THE PERMISSION OF SUCH SMALL CLAIMS COURT RULES. IT SHOULD BER NOTED THAT ARBITRATION IS DIFFERENT FROM COURT, THEREFORE, DISCOVERY AND APPEAL RIGHTS MAY BE LIMITED IN ARBITRATION. All disputes will then be resolved before a neutral arbitrator, whose decision will be final except in cases of a limited right of appeal under the FAA. The arbitration shall be launched and carried out by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where relevant, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for the payment of any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be lodged in any court with jurisdiction. This clause shall however not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be carried out in person, through the submission of documents, by phone, or via the internet. If the arbitration is conducted in person, it shall take place in the United States county where the person resides. The parties may litigate in court to stay a proceeding pending arbitration, to compel arbitration, , or to confirm, , vacate, modify or enter judgment on the award entered by the arbitrator. The parties shall in good faith cooperate in the voluntary and informal exchange of all non-privileged documents and other required information (these include electronically stored information) that are relevant to the Dispute immediately after the arbitration commences. Nothing in this Agreement will prevent CLAYA from seeking injunctive relief in any court of competent jurisdiction to protect CLAYA’s proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted under the law, (i) no arbitration or proceeding shall be merged with any other; (ii) there is no authority or right for any Dispute to be arbitrated or resolved on a class action-basis or through the utilization of class action procedures; and (iii) there is no authority or right for any Dispute to be brought in a purported representative capacity on behalf of any other persons or the general public. YOU AGREE THAT YOU MAY LODGE CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS CUSTOMER IN ANY REPRESENTATIVE PROCEEDING OR PURPORTED CLASS.
This Agreement is governed and regulated by the internal substantive laws of the State of New York, without respect to its conflict of law provisions. If this Agreement is terminated according to the Termination provision above, such termination shall not in any way affect the validity of the following provisions of this Agreement, which shall remain effective and in full force: “Subscription Fees, Payments and Automatic Renewals,” “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be deduced as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless written, and no such waiver shall be deduced as a waiver in any other or subsequent situation. Except as expressly agreed by us and you in writing, this Agreement makes up the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether oral or written, between both parties with respect to the subject matter. We have merely provided the section headings for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicenses.
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