Affirmate

AFFIRMATE

Terms of Service

Last updated June 1, 2023

 

Introduction

Affirmate, LLC (“Affirmate”, “We”, “Our”) operates a website https://affirmate.app (“Site”), and a mobile app providing a meditation and mindfulness experience (“App”). For the sake of simplicity in this document, we refer to both the site and our app collectively as the “Services”.

These Terms of Service (“Terms”) are a legally binding agreement made between you and Affirmate. You agree that by accessing the Services, you have carefully read, understood, and agreed to be bound by all these Terms while you use the Services. If you do not agree to be bound by these Terms, please discontinue use immediately and do not use the Services.

We may occasionally update, revise, or modify our Terms. Unless expediency is required for legal or administrative reasons, we will provide you with reasonable notice before any changes take effect. By continuing to use our Services after the updated Terms become effective, you agree to be bound by them. We encourage you to review the Terms and any updates before using our Services. The updated Terms will apply from the date of posting or a later specified date. Any disputes arising before the updated Terms take effect will be governed by the previous Terms. These Terms were originally written in English (US) and in case of any conflict with translated versions, the English version prevails. For your records, we suggest that you print or save a copy of these Terms.

Selected Summary of Terms

a. User Accounts

Our Services are designed for users who are 18 years or older. If you are under 18, we kindly ask that you do not use or register for our Services. Registration may be required to access certain features of our Services. Please keep your password confidential to ensure the security of your account. You are responsible for all activity on your account. We may, at our discretion, change or remove a username that we deem inappropriate or offensive.

b. Security and Compliance

It is your responsibility to keep your password safe and secure. Please ensure that you use our Services in a lawful manner and comply with all applicable laws, rules, and regulations. This includes respecting the intellectual property rights of Affirmate and others. Soliciting, collecting, or using the login credentials of other users is not permitted.
Your account is personal to you and may not be sold, transferred, licensed or assigned. Only individuals or businesses authorized to create accounts on behalf of their employers or clients may do so. Please ensure that the information you provide to us is true, accurate, current, and complete, and update it as necessary to keep it that way.

By accessing or using the service you represent and warrant that your activities are lawful in every jurisdiction where you access or use the service.

c. Accuracy of Information

By using our Services, you affirm that the information you provide is true, accurate, current and complete. You agree to update it as necessary to maintain its accuracy. You confirm that you have the legal capacity to agree to these Legal Terms and that you are not a minor in your jurisdiction. You will not access our Services through automated or non-human means and will use them only for lawful purposes in compliance with all applicable laws and regulations.

If we find that any information you provide is untrue, inaccurate, out of date, or incomplete, we may suspend or terminate your account and restrict your access to our Services.

d. User Responsibilities

When using our app, you will be guided to place a small personal item, such as a piece of jewelry, crystal or other small personal item, on your phone’s screen to help focus your meditation. Please use your good judgment and avoid placing objects that are excessively sharp, hard, or heavy on your screen. We cannot take responsibility for any damage to your phone screen caused by User error or negligence.

You are responsible for any content that you submit, post, or display on or through our Service. This includes data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials.

Please do not alter the Services or any other website in a way that falsely implies an association with our Services or Affirmate.Access to Affirmate’s private API is only permitted through means approved by Affirmate.

e. Availability of Services

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Selected Summary of Conditions

a. Use of the Service

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

We prohibit crawling, scraping, caching or otherwise accessing any content on the Services via automated means.You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that Affirmate is not responsible or liable for the conduct of any user. Affirmate reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.

You agree that you are responsible for all data charges you incur through use of the Service.

b. Deactivation, Suspension, & Termination

We reserve the right to modify or terminate the Services or your access to the Services for any reason, without notice, at any time, and without liability to you. You can deactivate your Affirmate account by using our deactivation service. If we terminate your access to the Services or you deactivate your account from within the app or by emailing us at: help@affirmate.app, your data will no longer be accessible through your account. Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the information you submit, post, or display on or through the Services (“Contributions”); (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

Violation of these Terms may, in Affirmate’s sole discretion, result in termination of your Affirmate account. You understand and agree that Affirmate cannot and will not be responsible for the Content posted on the Services and you use the Services at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for Affirmate, we can stop providing all or part of the Services to you.

We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products.

We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

c. Territorial Restrictions

The information provided within the Services is not intended for distribution or use in any jurisdiction or country where it would violate the law or regulations or subject Affirmate to registration requirements in that jurisdiction or country. Affirmate reserves the right to restrict the availability of the Services to certain individuals, geographic areas, or jurisdictions, at its discretion. Additionally, the download, export, or re-export of software related to or made available by the Services is subject to United States export controls. Therefore, no software from the Services can be downloaded, exported, or re-exported to countries embargoed by the United States or to individuals listed on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Services, you confirm that you are not located in, under the control of, or a national or resident of any such country or on any such list.

d. Intellectual Property

The Services include content that is either owned or licensed by Affirmate and is known as “Affirmate Content.” This content is safeguarded by various laws, including those related to copyright, trademark, patent, and trade secret. Affirmate retains all rights to the Affirmate Content and the Services. You are not permitted to alter or remove any proprietary rights notices associated with the Affirmate Content. Additionally, you may not reproduce, modify, or create derivative works from the Affirmate Content, nor may you perform, display, publish, distribute, transmit, broadcast, sell, license or exploit it in any way.

The name and logo of Affirmate are trademarks of the company and may not be used without Affirmate’s prior written consent. This also applies to all page headers, custom graphics, button icons and scripts that are service marks, trademarks and/or trade dress of Affirmate.

The Content and Marks are made available through the Services for your personal, non-commercial use only. Unless otherwise specified in this section or elsewhere in our Terms, you may not copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license or exploit any part of the Services or any Content or Marks for commercial purposes without our express prior written permission.

We retain all rights not expressly granted to you in relation to the Services, Content and Marks. Any violation of these Intellectual Property Rights will be considered a material breach of our Terms and will result in the immediate termination of your right to use our Services.

e. Content Monitoring and Removal

Please note that Affirmate reserves the right to remove any Content from the Services at any time and for any reason, without prior notice. While removed Content may still be stored by Affirmate for legal reasons, it may not be retrievable without a valid court order. Affirmate is not a backup service and we encourage you not to rely on the Services for Content backup or storage. We cannot be held liable for any changes to, suspension of, or discontinuation of the Services, or for the loss of any Content. Please also be aware that the Internet is not always secure and take care when submitting Content or other information.

Medical Disclaimer

a. General Informational Purposes

Affirmate provides online and mobile meditation and mindfulness content in the meditation and wellness space. We are not a healthcare or medical device provider and our Services should not be considered medical advice. Only a physician or other healthcare provider can provide medical advice. While research suggests that meditation may assist in the prevention and recovery process for various conditions and improve performance and relationships, Affirmate makes no claims or guarantees that our Services provide tangible or specific physical or therapeutic benefits.

Any health information or links provided on our Services are for your convenience only. Any advice or materials on our Services are for general information purposes only and should not be relied upon as a substitute for professional medical advice based on your individual condition and circumstances. Our advice and materials are intended to support, not replace, the relationship between you and your healthcare providers. We are not liable for any consequences resulting from your use of our advice or materials.

b. Flashing Lights and Mental Health

Our Services involve the use of flashing lights on users’ phones. A small percentage of people may experience seizures when exposed to certain visual images, including flashing lights or patterns. This can occur even in people with no history of seizures or epilepsy. Symptoms of photosensitive epileptic seizures may include lightheadedness, altered vision, eye or face twitching, jerking or shaking of arms or legs, disorientation, confusion or momentary loss of awareness. If you experience any of these symptoms, stop using our Services immediately and consult a doctor.

In rare cases, people with certain psychiatric conditions such as anxiety and depression have reported worsening symptoms in conjunction with intensive meditation practice. If you have a pre-existing mental health condition, please consult your healthcare provider before starting a meditation practice.

Subscription and Payment Policy

a. General Payment Details

All amounts are payable and charged: (i) for one-off purchase (e.g. lifetime Subscription), at the time you place your order; and (ii) for monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided.

You may cancel a monthly or yearly subscription at any time. Cancellation is effective at the end of the applicable period. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period.

b. Payment via App Providers

If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. Please note that if you purchase a subscription through the iPhone application, you may cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.

c. Pricing

Affirmate reserves the right to change its pricing terms for Subscriptions at any time and will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Affirmate’s pricing terms then you may choose not to renew your Subscription in accordance with the instructions above.

Prohibited Activities

You may only use the Services for their intended purpose and not for any commercial endeavors unless specifically approved by us. As a user, you agree not to engage in activities such as: retrieving data from the Services without permission; tricking or defrauding us or other users; interfering with security features; harming our reputation; using information from the Services to harass or harm others; making improper use of support services; violating any laws or regulations; unauthorized framing or linking; uploading harmful material; engaging in automated use of the system; or interfering with the operation of the Services.

Disclaimer of Warranties and Liability Waiver

The Services, including, without limitation, Affirmate content, are provided on an “as is”, “as available” and “with all faults” basis. To the fullest extent permissible by law, neither Affirmate nor any of their employees, managers, officers or agents make any representations or warranties or endorsements of any kind whatsoever, express or implied, as to: (a) the service; (b) the Affirmate content; (c) user content; or (d) security associated with the transmission of information to Affirmate or via the service. In addition, the Affirmate parties hereby disclaim all warranties, express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.

The Affirmate parties do not represent or warrant that the service will be error-free or uninterrupted; that defects will be corrected; or that the service or the server that makes the service available is free from any harmful components, including, without limitation, viruses. The Affirmate parties do not make any representations or warranties that the information (including any instructions) on the service is accurate, complete, or useful. You acknowledge that your use of the service is at your sole risk. The Affirmate parties do not warrant that your use of the service is lawful in any particular jurisdiction, and the Affirmate parties specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you to the extent such jurisdiction’s law is applicable to you and these Terms.

The Affirmate parties do not endorse content and specifically disclaim any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character based upon or resulting from any content.

Under no circumstances will the Affirmate parties be liable to you for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to: (a) the service; (b) the Affirmate content; (c) user content; (d) your use of, inability to use, or the performance of the service; (e) any action taken in connection with an investigation by the Affirmate parties or law enforcement authorities regarding your or any other party’s use of the service; (f) any action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the service’s operation; or (h) any damage to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Affirmate parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the service). In no event will the Affirmate parties be liable to you or anyone else for loss, damage or injury, Affirmate, without limitation, death or personal injury. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Under no circumstances will the total liability of the Affirmate parties to you for any damages, losses, or causes of action surpass the amounts you have paid to Affirmate for utilizing the Services, Products, or Content, or fifty dollars ($50) if you have not incurred any payment obligations to Affirmate, as appropriate. The exclusion and restrictions on damages mentioned above are essential components of the agreement between Affirmate and you.

You agree that in the event you incur any damages, losses or injuries that arise out of Affirmate’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any web site, service, property, product or other content owned or controlled by the Affirmate parties, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any website, property, product, service, or other content owned or controlled by the Affirmate parties.

By accessing the service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: “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.”

Affirmate 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.

Data Usage License

You and Services agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

Software License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.

Social Media (Single Sign-on)

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.

Privacy Policy

We care deeply about privacy and security of your data. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

Governing Law and Dispute Resolution

a. Venue and Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms, if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Affirmate exclusively in a state or federal court located in New York City, NY, and to submit to the personal jurisdiction of the courts located in the United States for the purpose of litigating all such disputes.

b. Arbitration Agreement

No dispute brought by either Party related to the Services may be commenced more than one (1) year after the cause of action arose. In the event that a dispute arises between the Parties and cannot be resolved through informal negotiations, it will be resolved through binding arbitration. This excludes disputes that are expressly excluded below. The arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes. Arbitration fees and arbitrator compensation will be governed by the AAA Consumer Rules.

Arbitration will be limited to the dispute between the Parties individually. No arbitration may be joined with any other proceeding or conducted on a class-action basis. Certain disputes are not subject to these provisions concerning binding arbitration. These include disputes seeking to enforce or protect intellectual property rights, causes of action under the Uniform Computer Information Transaction Act (UCITA), disputes related to theft, piracy, invasion of privacy or unauthorized use, and claims for injunctive relief.

c. Arbitration Procedure

The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing and must follow applicable law. Any award may be challenged if the arbitrator fails to do so. Unless otherwise required by the AAA rules or applicable law, the arbitration will take place in New York.

This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Affirmate or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

If a dispute proceeds in court rather than arbitration, it will be commenced or prosecuted in state and federal courts located in New York City, NY. The Parties consent to venue and jurisdiction in such courts and waive all defenses of lack of personal jurisdiction and forum non conveniens.

d. Severability and Opt-Out

Affirmate’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Affirmate reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Affirmate.

You may opt out of this agreement to arbitrate. If you do so, neither you nor Affirmate can require the other to participate in an arbitration proceeding. To opt out, you must notify Affirmate in writing within 30 days of the date that you first became subject to this arbitration provision, by emailing help@affirmate.app with a clear statement that you want to opt out of this arbitration agreement.

For California Users and Residents only; if any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Indemnification

You agree to defend, indemnify and hold harmless Affirmate, its affiliates, officers, agents, partners and employees from any loss, damage, liability, claim or demand, including reasonable attorneys’ fees and expenses, arising from or related to your use of the Services, breach of these Legal Terms, breach of your representations and warranties set forth in these Legal Terms, violation of the rights of a third party (including intellectual property rights), or any harmful act towards another user of the Services. We reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify us at your expense. You agree to cooperate with our defense of such claims. We will make reasonable efforts to notify you of any claim, action or proceeding subject to this indemnification upon becoming aware of it.

Data

Our Privacy Policy explains in more detail how we manage and protect data that you provide to us through the Services and data generated in relation to your use of the Services. While we take great care to perform regular backups, it is ultimately your responsibility to ensure the safety of your data. We are not liable for any loss or corruption of data, and by using the Services, you waive any right to take action against us for such loss or corruption.

Integration, Severability

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us because of these Terms or your use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Contact Us

For any questions about these Terms or the Services, feel free to contact us at: help@affirmate.app or affirmate.app/contact