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# System prepended metadata

title: Website Terms of Use
tags: [OurBeat]

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# Website Terms of Use

Last Modified: [DATE]

# 1. Acceptance of the Terms of Use
These terms of use are entered into by and between You and [FULL LEGAL NAME OF KKBOX] (&quot;**Company**&quot;, &quot;**we**&quot;, or &quot;**us**&quot;). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, &quot;**Terms of Use**&quot;), govern your access to and use of [WEBSITE DOMAIN NAME], including any content, functionality, and services offered on or through [WEBSITE DOMAIN NAME] (the &quot;**Website**&quot;), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at [PRIVACY POLICY URL], incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are [13/18] years of age or older. By using this Website, you represent and warrant that you [are of legal age to form a binding contract and] meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

# 2.  Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

# 3.  Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

a) making all arrangements necessary for you to have access to the Website and

b) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy [LINK TO PRIVACY POLICY], and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

# 4.  Intellectual Property Rights
If you, at any time in any manner, upload to the Website any musical composition or sound recording at any time in any manner to the Website which you created and in which you have a copyright interest (each, a &quot;**Beat**&quot;), you will retain copyright ownership ofin such Beat subject to the rights in and to such Beat granted (i) to us and other users of the Website in accordance with the Platform License Agreementthese Terms of Use including the platform license agreement found at [PLATFORM LICENSE AGREEMENT URL],] (the &quot;**Platform License Agreement**&quot;) which is incorporated herein by reference. and (ii) to other parties in accordance with any Commercial License Agreement (as defined herein).

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, but specifically excluding any User Contributions (as defined below)) (all such material, the &quot;**Website Material**&quot;) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Website Material, except as follows:

a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;

b) you may store files that are automatically cached by your Web browser for display enhancement purposes;
    
c) you may print one copy of a reasonable number of pages of the Website for your own personal use and not for further reproduction, publication, or distribution;
    
d) if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use, provided you agree to be bound by our end user license agreement for such applications; and
    
e) if we provide social media features, you may take such actions and use such content as are enabled by such features.

You must not:
a) modify copies of any Website Materials; or

b) delete or alter any copyright, trademark, or other proprietary rights notices from copies of Website Materials.

You must not access or use any part of the Website or any services or materials available through the Website for any commercial purposes other than those legitimate business purposes for which the Website or any such services or materials are intended.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the Website Materials you have made. No right, title, or interest in or to the Website or any Website Materials is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

# 5. Trademarks
The Company name, the term [&quot;OurBeats&quot;], [the Company logo,] and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

# 6. Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

a) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
    
b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
  
c) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use;
    
d) to transmit, or procure the sending of, any advertising or promotional material, including any &quot;junk mail,&quot; &quot;chain letter,&quot; &quot;spam,&quot; or any other similar solicitation;
    
e) to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or
   
f) to engage in any other conduct that restricts or inhibits anyone&#39;s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

a) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party&#39;s use of the Website, including their ability to engage in real time activities through the Website;
  
b) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
   
c) use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;
   
d) use any device, software, or routine that interferes with the proper working of the Website;
    
e) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
    
f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
    
g) attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or
   
h) otherwise attempt to interfere with the proper working of the Website.

# 7. User Contributions
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, &quot;**Interactive Services** &quot;) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, &quot;**post**&quot;) content or materials (collectively, &quot;**User Contributions**&quot;) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Except as otherwise specifically set forth in (i) these Terms of Use, including the Platform License Agreement, or (ii) any Commercial License Agreement, with respect to your rights in and to any Beat, a) any User Contribution you post to the site will be considered non-confidential and non-proprietary. By and b) by providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material, provided that all license rights with respect to any Beat shall be exclusively governed by the terms of the Platform License Agreement.

You represent and, warrant, and covenant that:

a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns and;
 
b) you own all rights in and to any Beat and have the right to grant the licenses granted in the Platform License Agreement and any relevant Commercial License Agreement; and
   
c) all of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

# 8. Monitoring and Enforcement; Termination
We have the right to:

a) remove or refuse to post any User Contributions for any or no reason in our sole discretion;
   
b) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company;
   
c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
    
d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and
   
e) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

# 9. Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
   
b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    
c) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
    
d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy [LINK TO PRIVACY POLICY];
    
e) be likely to deceive any person;
    
f) promote any illegal activity, or advocate, promote, or assist any unlawful act;
    
g) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
    
h) impersonate any person, or misrepresent your identity or affiliation with any person or organization;
   
i) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
    
j) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

# 10. Copyright Infringement
If you believe that any User Contributions violate your copyright, please see our Copyright Policy [LINK TO COPYRIGHT POLICY] for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

# 11. Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

# 12. Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

# 13. Information About You and Your Visits to the Website
All information we collect on this Website is subject to our Privacy Policy [LINK TO PRIVACY POLICY]. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

# 14. Commercial Beat Licensing and Other Terms and Conditions
By uploading any Beat by any means to the Website (each, a &quot;**Covered Beat**&quot;) you irrevocably appoint us as your exclusive licensing agent and expressly authorize us to:

a) to negotiate and sign or otherwise conclude contracts for the commercial licensing of any Covered Beat in your name and on your behalf, without prior reference to you, but only on terms and conditions substantially similar to our standard Commercial Licensing Agreementcommercial license agreement found at [COMMERCIAL LICENSINGLICENSE AGREEMENT URL] as modified in accordance with your account settings (unless otherwise specifically authorised by you);) (each, a &quot;**Commercial License Agreement**&quot;);
   
b) to calculate and issue invoices for and on your behalf with respect to any and all royalties and other amounts owed to you in connection with the licensing of any Covered Beat as described in paragraph a) above; and
    
c) to collect payments for and on your behalf of all amounts described in paragraph c) above.;
    
d) stream any and all Beats on the Website or on one or more social media platforms under our name and account, provided that a portion of advertising revenues generated by Beats on such social media platforms shall be paid to you in accordance with our then current advertising revenue sharing policy located at [URL].

You shall not appoint any other person, firm or company as your agent, distributor, franchisee or other intermediary for the licensing or sale of any Covered Beat anywhere in the world.

Without our prior written consent, you shall not make offers or quotations to or negotiate with, license, or sell any Covered Beat to any person anywhere in the world, and shall refer all such possible transactions to us.

We undertake and agree at all times when acting as your agent pursuant to this Section 14:

a) to act towards you conscientiously and in good faith and not to allow our interests to conflict with any legal or contractual duties that we owe to you;

b) to act in accordance with sound commercial principles in relations with existing and potential licensees and purchasers; and
    
c) to describe ourselves in all dealings related to the licensing or sale of Covered Beats as your &quot;licensing agent&quot; or &quot;sales agent&quot; or other similar term in the English or other language.

# 15. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

a) link from your own or certain third-party websites to certain content on this Website;
    
b) send emails or other communications with certain content, or links to certain content, on this Website; or
    
c) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

a) establish a link from any website that is not owned by you;
    
b) cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking;
    
c) link to any part of the Website other than the homepage; or
   
d) otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.


# 16. Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

# 17. Geographic Restrictions
The owner of the Website is based in [Taiwan]. We provide this Website for use only by persons located in [JURISDICTION(S)]. We make no claims that the Website or any of its content is accessible or appropriate in any particular jurisdiction. Access to the Website may not be legal by certain persons or in certain jurisdictions. If you access the Website, you do so on your own initiative and are responsible for compliance with all applicable local laws.

# 18. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN &quot;AS IS&quot; AND &quot;AS AVAILABLE&quot; BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

# 19. Limitation on Liability
EXCEPT AS EXPRESSLY SET FORTH IN ANY OTHER AGREEMENT BETWEEN YOU AND THE COMPANY, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

# 20. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys&#39; fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website&#39;s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

# 21. Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of [RELEVANT JURISDICTION] without giving effect to any choice or conflict of law provision or rule (whether of [RELEVANT JURISDICTION] or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website and not subject to the agreement contained in Section 22 shall be instituted exclusively in the [NAME/DESCRIPTION OF COURTS] in each case located in [RELEVANT JURISDICTION], although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

# 22. Dispute Resolution
You agree that any dispute, claim, or controversy between you and us arising in connection with or relating in any way to these Terms of Use or to your relationship with us as a user of the Website or any related service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Terms of Use or any of the agreements incorporated herein by reference (collectively, the &quot;**Agreements**&quot;) will be determined by mandatory binding individual (not class) arbitration conducted by a single arbitrator. All arbitral proceedings shall be conducted in the English language. You further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement contained in this Section 22 or to the arbitrability of any claim or counterclaim. The arbitrator can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Terms of Use, including for the avoidance of doubt, any Agreements.

## 22.1 Exceptions
Notwithstanding the paragraph above, you agree that nothing in this Section 22 will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.

## 22.2 Class Action Waiver
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless we agree, no arbitrator or judge may consolidate more than one person&#39;s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party&#39;s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph&#39;s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

## 22.3 Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration brought pursuant to this Section 22 will take place under the [Consumer Arbitration Rules of the American Arbitration Association (&quot;**AAA**&quot;) then in force (the &quot;**AAA Rules**&quot;), as modified by this Section 22. You agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above).

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator&#39;s ruling on the merits.

## 22.4 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, national or internationally recognized mail or courier service (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (&quot;**Notice**&quot;). Our address for Notice is: [ADDRESS]. The Notice must (i) describe the nature and basis of the claim or disputei; and (i) set forth the specific relief sought (&quot;**Demand**&quot;). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or we may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator&#39;s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

## 22.5 Enforceability
If the agreement contained in this Section 22 is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 21 shall govern any claim in court arising out of or related to these Terms of Use, including for the avoidance of doubt any Agreements.

# 23 Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

# 24 Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

# 25 Entire Agreement
The Terms of Use including all Agreements constitute the sole and entire agreement between you and [COMPANY NAME] regarding the Website and all related services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and such services.

# 26 Your Comments and Concerns
This website is operated by [COMPANY NAME] [COMPANY ADDRESS].

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy [LINK TO COPYRIGHT POLICY] in the manner and by the means set out therein.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [EMAIL ADDRESS].

###### tags: `OurBeat` 