We’ve drafted these Terms of Service (which we simply call the “Terms”) so that you’ll know the rules that govern our relationship with you. Although we have tried our best to strip the legalese from the Terms, there are places where these Terms may still read like a traditional contract. There’s a good reason for that: These Terms do indeed form a legally binding contract between you and Karmatic, LLC. So please read them carefully.
By using the Services, you agree to the Terms. Of course, if you don’t agree with them, then don’t use the Services.
ARBITRATION NOTICE: WE WANT TO LET YOU KNOW UP FRONT THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE A LITTLE LATER ON. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND KARMATIC LLC AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND KARMATIC WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Date of Last Revision: June 1, 2016.
Rights You Grant Us
Many of our Services let you create, upload, post, send, receive, and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. But you grant us a license to use that content. How broad that license is depends on which Services you use and the Settings you have selected.
For all Services other than Live, Local, and any other crowd-sourced Service, you grant Karmatic LLC a worldwide, royalty-free, sub-licensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, and distribute that content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones.
Because Live, Local, and any other crowd-sourced Services are inherently public and chronicle matters of public interest, the license you grant us for content submitted to those Services is broader. In addition to the rights you grant us in connection with other Services, you also grant us a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, publicly perform, and publicly display content submitted to Live, Local, or any other crowd-sourced Services in any form and in any and all media or distribution methods (now known or later developed). To the extent it’s necessary, you also grant Karmatic and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice solely in Live, Local, or other crowd-sourced content that you appear in, create, upload, post, or send. This means, among other things, that you will not be entitled to any compensation from Karmatic or our business partners if your name, likeness, or voice is conveyed through Live, Local, or other crowd-sourced Services.
While we’re not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including if we think your content violates these Terms. You alone though remain responsible for the content you create, upload, post, send, or store through the Service.
The Services may contain advertisements. In consideration for Karmatic letting you access and use the Services, you agree that Karmatic, its affiliates, and third-party partners may place advertising on the Services.
We always love to hear from our users. But if you volunteer feedback or suggestions, just know that we can use your ideas without compensating you.
Statement of Rights and Responsibilities
This Statement of Rights and Responsibilities (“Statement,” “Terms,” or “SRR”) derives from the Karmatic, LLC Principles, and is our terms of service that governs our relationship with users and others who interact with Karmatic LLC. By using or accessing Karmatic LLC, you agree to this Statement, as updated from time to time in accordance with Section 14 below.
- Privacy :
privacy is very important to us. We designed our Data Use Policy to make important disclosures about how you can use Karmatic LLC to share with others and how we collect and can use your content and information. We encourage you to read the Data Use Policy, and to use it to help you make informed decisions.
- Sharing Your Content and Information
You own all of the content and information you post on Karmatic LLC, and you can control how it is shared through your privacy and application settings. In addition:
- 1. For content that is covered by intellectual property rights, like photos and videos (IP content), you specifically give us the following permission, subject to your privacy and application settings: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Karmatic LLC (IP License). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.
- When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
- When you use an application, the application may ask for your permission to access your content and information as well as content and information that others have shared with you. We require applications to respect your privacy, and your agreement with that application will control how the application can use, store, and transfer that content and information.
- When you publish content or information using the Public setting, it means that you are allowing everyone, including people off of Karmatic LLC, to access and use that information, and to associate it with you (i.e., your name and profile picture).
- We always appreciate your feedback or other suggestions about Karmatic LLC, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).
We do our best to keep Karmatic LLC safe, but we cannot guarantee it. We need your help to keep Karmatic LLC safe, which includes the following commitments by you:
- You will not post unauthorized commercial communications (such as spam) on Karmatic LLC.
- You will not collect users’ content or information, or otherwise access Karmatic LLC, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
- You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Karmatic LLC.
- You will not upload viruses or other malicious code.
- You will not solicit login information or access an account belonging to someone else.
- You will not bully, intimidate, or harass any user.
- You will not post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
- You will not develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions.
- You will follow our Promotions Guidelines and all applicable laws if you publicize or offer any contest, giveaway, or sweepstakes (“promotion”) on Karmatic LLC. Contact Karmatic LLC for rules and regulations. All decisions of Karmatic LLC are final.
- You will not use Karmatic LLC to do anything unlawful, misleading, malicious, or discriminatory.
- You will not do anything that could disable, overburden, or impair the proper working or appearance of Karmatic LLC, such as a denial of service attack or interference with page rendering or other Karmatic LLC functionality.
- You will not facilitate or encourage any violations of this Statement or our policies.
- Karmatic LLC is not responsible for a drivers actions resulting in an accident or bodily injury while using Karmatic LLC APP. Karmatic LLC does not promote using its APP while driving. Karmatic LLC recommends a passenger, not operating a motor vehicle, to perform activity on the APP.
Registration and Account Security
Karmatic LLC users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:
- You will not provide any false personal information on Karmatic LLC, or create an account for anyone other than yourself without permission.
- You will not create more than one personal account.
- If we disable your account, you will not create another one without our permission.
- You will not use your personal timeline primarily for your own commercial gain, and will use a Karmatic LLC Page for such purposes.
- You will not use Karmatic LLC if you are under 15 or have a drivers permit
- You will not use Karmatic LLC if you are a convicted sex offender.
- You will keep your contact information accurate and up-to-date.
- You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.
- You will not transfer your account (including any Page or application you administer) to anyone without first getting our written permission.
- If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).
Protecting Other People’s Rights
We respect other people’s rights, and expect you to do the same.
- You will not post content or take any action on Karmatic LLC that infringes or violates someone else’s rights or otherwise violates the law.
- We can remove any content or information you post on Karmatic LLC if we believe that it violates this Statement or our policies.
- We provide you with tools to help you protect your intellectual property rights. To learn more, visit our website at www.karmatic.co
- If we remove your content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
- If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.
- You will not use our copyrights or trademarks (including Karmatic LLC, the Karmatic LLC and K Logos, or any confusingly similar marks, except as expressly permitted by our Brand Usage Guidelines or with our prior written permission.
- You will not post anyone’s identification documents or sensitive financial information on Karmatic LLC.
- You will not tag users or send email invitations to non-users without their consent. Karmatic LLC offers social reporting tools to enable users to provide feedback about tagging.
Mobile and Other Devices
- We currently provide our mobile services for free, but please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.
- In the event you change or deactivate your license plate, you will update your account information on Karmatic LLC within 48 hours to ensure that your messages are not sent to the person who acquires your old license plate.
- You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on Karmatic LLC.
If you make a payment on Karmatic LLC or use Karmatic LLC credits, you agree to our Payments Terms.
Special Provisions Applicable to Social Plugins
If you include our Social Plugins, such as the Share or Like buttons on your website, the following additional terms apply to you:
- We give you permission to use Karmatic’s LLC Social Plugins so that users can post links or content from your website on Karmatic LLC.
- You give us permission to use and allow others to use such links and content on Karmatic LLC.
- You will not place a Social Plugin on any page containing content that would violate this Statement if posted on Karmatic LLC.
Special Provisions Applicable to Developers/Operators of Applications and Websites
If you are a developer or operator of a Platform application or website, the following additional terms apply to you:
- You are responsible for your application and its content and all uses you make of Platform. This includes ensuring your application or use of Platform meets our Karmatic LLC Platform Policies and our Advertising Guidelines. Contact Karmatic LLC for platform policies and advertising guidelines.
- Your access to and use of data you receive from Karmatic LLC, will be limited as follows:
- You will only request data you need to operate your application.
- You will delete all data you receive from us concerning a user if the user asks you to do so, and will provide a mechanism for users to make such a request.
- You will not include data you receive from us concerning a user in any advertising creative.
- You will not directly or indirectly transfer any data you receive from us to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising related toolset, even if a user consents to that transfer or use.
- You will not sell user data. If you are acquired by or merge with a third party, you can continue to use user data within your application, but you cannot transfer user data outside of your application.
- We can require you to delete user data if you use it in a way that we determine is inconsistent with users’ expectations.
- We can limit your access to data.
- You will comply with all other restrictions contained in our Karmatic LLC Platform Policies including:
- You will not give us information that you independently collect from a user or a user’s content without that user’s consent.
- You will make it easy for users to remove or disconnect from your application.
- You will make it easy for users to contact you. We can also share your email address with users and others claiming that you have infringed or otherwise violated their rights.
- You will provide customer support for your application.
- You will not show third party ads or web search boxes on www.Karmatic.co
- We give you all rights necessary to use the code, APIs, data, and tools you receive from us.
- You will not sell, transfer, or sublicense our code, APIs, or tools to anyone.
- You will not misrepresent your relationship with Karmatic LLC to others.
- You may use the logos we make available to developers or issue a press release or other public statement so long as you follow our Karmatic LLC Platform Policies.
- We can issue a press release describing our relationship with you.
- You will comply with all applicable laws. In particular, you will (if applicable) :
- have a policy for removing infringing content and terminating repeat infringers that complies with the Digital Millennium Copyright Act.
- comply with the Video Privacy Protection Act (VPPA), and obtain any opt-in consent necessary from users so that user data subject to the VPPA may be shared on Karmatic LLC. You represent that any disclosure to us will not be incidental to the ordinary course of your business.
- We do not guarantee that Platform will always be free.
- You give us all rights necessary to enable your application to work with Karmatic LLC, including the right to incorporate content and information you provide to us into streams, timelines, and user action stories.
- You give us the right to link to or frame your application, and place content, including ads, around your application.
- We can analyze your application, content, and data for any purpose, including commercial (such as for targeting the delivery of advertisements and indexing content for search).
- To ensure your application is safe for users, we can audit it.
- We can create applications that offer similar features and services to, or otherwise compete with, your application.
About Advertisements and Other Commercial Content Served or Enhanced by Karmatic LLC.
Our goal is to deliver advertising and other commercial or sponsored content that is valuable to our users and advertisers. In order to help us do that, you agree to the following:
- You give us permission to use your name, profile picture, content, and information in connection with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us. This means, for example, that you permit a business or other entity to pay us to display your name and/or profile picture with your content or information, without any compensation to you. If you have selected a specific audience for your content or information, we will respect your choice when we use it.
- We do not give your content or information to advertisers without your consent.
- You understand that we may not always identify paid services and communications as such.
Special Provisions Applicable to Advertisers
You can target your desired audience by buying ads on Karmatic LLC or our publisher network. The following additional terms apply to you if you place an order through our online advertising portal (Order):
- When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available. When serving your ad, we do our best to deliver the ads to the audience you specify, although we cannot guarantee in every instance that your ad will reach its intended target.
- In instances where we believe doing so will enhance the effectiveness of your advertising campaign, we may broaden the targeting criteria you specify.
- You will pay for your Orders in accordance with our Payments Terms. The amount you owe will be calculated based on our tracking mechanisms.
- Your ads will comply with our Advertising Guidelines.
- We will determine the size, placement, and positioning of your ads.
- We do not guarantee the activity that your ads will receive, such as the number of clicks your ads will get.
- We cannot control how clicks are generated on your ads. We have systems that attempt to detect and filter certain click activity, but we are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running ads.
- You can cancel your Order at any time through our online portal, but it may take up to 24 hours before the ad stops running. You are responsible for paying for all ads that run.
- Our license to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ad, your ad may remain until the users delete it.
- We can use your ads and related content and information for marketing or promotional purposes.
- You will not issue any press release or make public statements about your relationship with Karmatic LLC without our prior written permission.
- We may reject or remove any ad for any reason.
- If you are placing ads on someone else’s behalf, you must have permission to place those ads, including the following:
- You warrant that you have the legal authority to bind the advertiser to this Statement.
- You agree that if the advertiser you represent violates this Statement, we may hold you responsible for that violation.
Special Provisions Applicable to Pages
If you create or administer a Page on Karmatic LLC, or run a promotion or an offer from your Page, you agree to our Pages Terms.
Special Provisions Applicable to Software
- If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software.
- You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.
- unless we make a change for legal or administrative reasons, or to correct an inaccurate statement, we will provide you with seven (7) days notice (for example, by posting the change on the Karmatic LLC Site Governance Page) and an opportunity to comment on changes to this Statement. You can also visit our Karmatic LLC Site Governance Page and “like” the Page to get updates about changes to this Statement.
- If we make changes to policies referenced in or incorporated by this Statement, we may provide notice on the Site Governance Page.
- Your continued use of Karmatic LLC following changes to our terms constitutes your acceptance of our amended terms.
If you violate the letter or spirit of this Statement, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of Karmatic LLC to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, this Statement shall terminate.
- You will resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to this Statement or Karmatic LLC exclusively in the U.S. District Court of Texas or a state court located in Denton/Dallas County, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims. The laws of the State of Texas will govern this Statement, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
- If anyone brings a claim against Karmatic LLC. related to your actions, content or information on Karmatic LLC, you will indemnify and hold Karmatic LLC harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. Although we provide rules for user conduct, we do not control or direct users’ actions on Karmatic LLC and are not responsible for the content or information users transmit or share on Karmatic LLC. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on Karmatic LLC. We are not responsible for the conduct, whether online or offline, or any user of Karmatic LLC. As stated previously, Karmatic LLC does not promote anyone from using its APP while driving a motor vehicle and will not be held liable for any user resulting in bodily injury, property damage, or any damges by user using Karmatic app while operating a motor vehicle.
- WE TRY TO KEEP KARMATIC LLC UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING KARMATIC LLC AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT KARMATIC LLC WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT KARMATIC WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. KARMATIC LLC IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR KARMATIC LLC, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR KARMATIC LLC WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, KARMATIC’S LLC LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Special Provisions Applicable to Users Outside the United States
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with Karmatic LLC outside the United States:
- You consent to having your personal data transferred to and processed in the United States.
- If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on Karmatic LLC (such as advertising or payments) or operate a Platform application or website. You will not use Karmatic LLC if you are prohibited from receiving products, services, or software originating from the United States.
- By “Karmatic” we mean the features and services we make available, including through (a) our website www.karmatic.co and any other Karmatic LLC branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; (c) social plugins such as the Like button, the Share button and other similar offerings and (d) other media, software (such as a toolbar), devices, or networks now existing or later developed.
- By “Platform” we mean a set of APIs and services (such as content) that enable others, including application developers and website operators, to retrieve data from Karmatic LLC or provide data to us.
- By “information” we mean facts and other information about you, including actions taken by users and non-users who interact with Karmatic LLC.
- By “content” we mean anything you or other users post on Karmatic LLC that would not be included in the definition of information.
- By “data” or “user data” or “user’s data” we mean any data, including a user’s content or information that you or third parties can retrieve from Karmatic LLC or provide to Karmatic LLC through Platform.
- By “post” we mean post on Karmatic LLC or otherwise make available by using Karmatic LLC.
- By “use” we mean use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
- By “active registered user” we mean a user who has logged into Karmatic LLC at least once in the previous 30 days.
- By “application” we mean any application or website that uses or accesses Platform, as well as anything else that receives or has received data from us. If you no longer access Platform but have not deleted all data from us, the term application will apply until you delete the data.
- If you are a resident of or have your principal place of business in the US or Canada, this Statement is an agreement between you and Karmatic, LLC. Otherwise, this Statement is an agreement between you and Karmatic LLC.
- This Statement makes up the entire agreement between the parties regarding Karmatic LLC, and supersedes any prior agreements.
- If any portion of this Statement is found to be unenforceable, the remaining portion will remain in full force and effect.
- If we fail to enforce any of this Statement, it will not be considered a waiver.
- Any amendment to or waiver of this Statement must be made in writing and signed by Karmatic LLC.
- You will not transfer any of your rights or obligations under this Statement to anyone else without our consent.
- All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- Nothing in this Statement shall prevent us from complying with the law.
- This Statement does not confer any third party beneficiary rights.
- We reserve all rights not expressly granted to you.
- You will comply with all applicable laws when using or accessing Karmatic LLC.
- No Profit Sharing. The parties to these Terms and Conditions hereby agree that any profit(s) or benefit(s) earned by either party, whether monetary and/or of monetary value, will not be allocated, distributed, or shared with the other party in any way.
- Independent Relationship. The parties to these Terms and Conditions are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties in any way.
- Assignment. You may not transfer, assign or delegate any of your rights or obligations under these Terms and Conditions, in whole or in part, whether voluntarily or by operation of law without our prior written consent. Any purported transfer, assignment, or delegation by you without such prior written consent shall be null and void. We shall be permitted to transfer or assign these Terms and Conditions in connection with a merger, sale, reorganization, reincorporation, or acquisition of all or substantially all of its assets. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of each party’s successors and permitted assigns.
- Governing Law; Jurisdiction; Venue. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of laws principles. The parties hereby expressly consent to (i) personal jurisdiction of and venue in the state or federal courts located in and serving Dallas and or Denton county, Texas, and (ii) to service of process being effected upon them by registered mail sent to the addresses set forth in the beginning of these Terms and Conditions. Each party waives a jury trial in any matter arising out of or relating to these Terms and Conditions.
- Notices. All notices, reports, requests, approvals and other communications required or permitted under these Terms and Conditions must be in writing and shall be sent to the receiving party’s initial address set forth in the first paragraph of these Terms and Conditions or to such other address that the receiving party may have provided for purpose of notice by notice as provided in this section.
- Force Majeure. The obligations of the parties under these Terms and Conditions shall be suspended to the extent a party is hindered or prevented from complying therewith because of labor disturbances (including strikes or lockouts), war, terrorist attack, acts of God, earthquakes, fires, storms, accidents, governmental regulations, failure of vendors or suppliers or any other cause whatsoever beyond a party’s control. For so long as such circumstances prevail, the party whose performance is delayed or hindered shall continue to use all commercially reasonable efforts to recommence performance without delay.
- No Bias. These Terms and Conditions shall be interpreted as written and negotiated jointly by the parties.
- Severability. If any part of these Terms and Conditions is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms and Conditions will remain in full force.
- Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. No term or provision of these Terms and Conditions will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by a duly authorized representative on behalf of the party against whom the waiver is asserted.
- Hold Harmless and Indemnify: To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Karmatic LLC and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third-party claim arising from or in any way related to your use of the Instagram APIs and any data derived through the APIs, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. Karmatic LLC shall use good faith efforts to provide you with written notice of such claim, suit or action.
- Arbitration, Class Waiver, and Jury Waiver PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH KARMATIC, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Karmatic are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
- Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
- Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Karmatic. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Karmatic.
- Waiver of Jury Trial. YOU AND KARMATIC WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Karmatic are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Karmatic over whether to vacate or enforce an arbitration award, YOU AND KARMATIC WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court.
- Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
- Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Karmatic can force the other to arbitrate. To opt out, you must notify Karmatic in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Karmatic username and the email address you used to set up your Karmatic account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to this address: Karmatic, LLC., ATTN: Arbitration Opt-out, 2320 Houston St. apt. 416 Dallas, Texas 75219.
- Small Claims Court. Notwithstanding the foregoing, either you or Karmatic may bring an individual action in small claims court.
- Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Karmatic.