Terms of Use Agreement
Last Updated: May 8, 2025
Welcome and thank you for your interest in With Imera, Inc. (“Imera”, “we”, “us” or “our”). Please read this Terms of Use Agreement (these “Terms”, and collectively with any Supplemental Terms (defined below), the “Agreement”) carefully. These Terms describe the terms and conditions that apply to your use of (i) Imera’s website located at https://www.withimera.com/ and its subdomains and any of Imera’s other websites on which a link to these Terms appears (collectively, the “Website”), (ii) any mobile application(s) that we offer subject to these Terms (each, an “Application”), and (iii) Imera’s other services, content, and resources that are available on or enabled via our Website (collectively, with our Website and Applications, the “Services”).
Please refer to our Privacy Policy, available at https://www.withimera.com/privacy-policy for information about how we collect, use, and share personal information about Users (as defined below).
BY CLICKING “I ACCEPT,” CREATING AN ACCOUNT, DOWNLOADING THE APPLICATION OR OTHERWISE ACCESSING OR USING THE SERVICES (INCLUDING ANY CONTENT MADE AVAILABLE ON THE WEBSITE OR APPLICATION), OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (ii) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH IMERA, (iii) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION, AND (iv) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM (EACH A “RENEWAL TERM”, AND COLLECTIVELY WITH THE “INITIAL TERM”, THE “SUBSCRIPTION TERM”) AT IMERA’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL OF THE SUBSCRIPTION TERM IN ACCORDANCE WITH SECTION 10.3 BELOW.
SECTION 16 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND IMERA. AMONG OTHER THINGS, SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 16 CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 16) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 16.8 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS, SEEK RELIEF IN A COURT OF LAW, AND HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM, OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
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1.1 The Services. Imera’s Services a proprietary online platform enabled through the Services, that provides users of the Services (“Users”) with guidance and resources to help navigate life in the United States as an immigrant, connect Users to a community of third-party individuals who have previously navigated the US immigration system, and provide Users with promotional offers made available by Imera and other third-parties from time to time. The Services assist Users in locating third-party and/or online resources or advisors related to providing immigration services (the “Resources”). PLEASE NOTE THAT IMERA DOES NOT PROVIDE ANY LEGAL ADVICE, AND IMERA IS NOT A LICENSED LEGAL PROFESSIONAL, SO PLEASE CONSULT YOUR OWN LEGAL ADVISORS PRIOR TO RELYING ON ANY INFORMATION RECEIVED THROUGH THE SERVICES. Certain Services may only be available on either the Website or the Application, and not both.
1.2 Access to the Services. Unless subject to a separate agreement between you and Imera, your right to access and use the Services, in whole or in part, is subject to your compliance with this Agreement and you agree that you will only access and use the Services for your personal use. Imera, its suppliers, and service providers reserve all rights not granted in this Agreement. Any unauthorized use of any part of the Services terminates the rights granted by Imera pursuant to this Agreement.
1.3 Application License. Subject to your compliance with this Agreement, Imera grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single Device (as defined below) that you own or control and to run such copy of the Application solely for your own personal purposes.
1.4 Supplemental Terms. Your use of the Services may be subject to any additional terms, conditions, and policies that we separately post on the Services (“Supplemental Terms”). To the extent there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.
1.5 Updates to Services. You understand that the Services are evolving. As a result, Imera may require you to install updates to the Applications that you have installed on the devices through which you access or use the Services (“Device”). You acknowledge and agree that Imera may update the Services, including by adding or removing any Resources, at any time, with or without notifying you. Any future release, update, or other addition to the Services shall be subject to this Agreement.
1.6 Agreement Updates. When changes are made, Imera will make a new copy of these Terms and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes to these Terms, we may (and, where required by law, will) also provide notification of such changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account or another manner through the Services (which may include posting an announcement on the Website). Imera may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.
2. Chatbot. Imera provides certain features, including a chatbot function that responds to Users’ requests with automated replies, leveraging certain third party services or applications to power the Services’ chatbot function. [By using these functions, you hereby consent and authorize Imera to share any information you provide with one or more third party providers or such chatbot function to the minimum extent required to complete your request.] YOU, AND NOT IMERA, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THESE FUNCTIONS. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INFORMATION PROVIDED BY THE CHATBOT OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE THROUGH IMERA OR SUCH THIRD PARTY PROVIDERS IS AT YOUR OWN RISK. BECAUSE CHATBOTS UTILIZE ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, OUR CHATBOT(S) MAY PROVIDE INFORMATION THAT IS AN INACCURATE RESPONSE TO YOUR REQUESTS IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT IMERA WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR THE CHATBOT (OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE BY IMERA OR THIRD PARTY PROVIDERS) PROVIDING INACCURATE INFORMATION TO YOU.
3. REGISTRATION.
3.1 Registering Your Account. In order to access certain features of the Services, you may be required to register an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) your name, an e-mail address, password, immigration status, visa type, and visa expiration date. You may need to download the App in order to create an Account.
3.2 Registration Data. In registering an Account on the Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
3.3 Eligibility. By creating an Account, you represent and warrant that you (i) are of legal age to form a binding contract; (ii) are not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction; and (iii) currently possess an active visa of the type you indicated in your Registration Data.
3.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Imera. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify Imera immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Imera has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Imera has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Imera reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Imera, or if you have been previously banned from any of the Services.
4. RESPONSIBILITY FOR CONTENT.
4.1 Types of Content. Subject to your compliance with this Agreement, you may be able to share or upload certain information, data, text, graphics, audio, video and/or other materials (“Content”) through or to the Services, including by way of your prompts, comments, questions, and other input to the Services (collectively, “Input”). You, and not Imera, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Services. When you make available any Input on or to the Services, you represent that: (i) you own and/or have sufficient rights to provide and to use such Input in connection with the Services, including to grant the license set forth in Section 4.3 (License to Your Content), and (ii) you have obtained all necessary licenses and permissions to grant the rights herein. In response to any prompts, comments, questions, and other Input that you provide to the Services, the Services, together with any AI Services (as defined below), may generate outputs that are returned by the Services (“Output”). You acknowledge that the Outputs are based on your Inputs, and that Imera has no control over any such Inputs. All Outputs are provided “as is” and with “all faults”, and Imera makes no representations or warranties of any kind or nature with respect to any Outputs, including any warranties of non-infringement, accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of the Outputs created through the Services, and for determining whether the Outputs are appropriate for your intended use, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.
4.2 Ownership of Content. Imera does not claim ownership of any Inputs or any other information and materials that you upload to and/or store on the Services (collectively, “Your Content”). Subject to Section 4.3 (License to Your Content), as between Imera and you, you are the owner of all right, title, and interest in Your Content. Notwithstanding the foregoing, given the nature of the Services, you acknowledge that: (i) Outputs may not be unique across Users and the Services may generate the same or similar output for another User under similar terms; and (ii) Imera does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law. Responses that are requested by and generated for other Users are not considered Your Content.
4.3 License to Your Content. Subject to any applicable Account settings that may be made available to you, you grant Imera, and our suppliers and licensors, a non-exclusive, perpetual, irrevocable, fully-paid, royalty-free, worldwide right and license to access, reproduce, modify, store, distribute, display, perform, create derivative works of, and otherwise use Your Content in order to provide [and improve] the Services.
4.4 AI Services. Our Services may utilize certain artificial intelligence and deep learning platforms, algorithms, tools and models, including those provided by third parties (“AI Services”), to generate Output. You acknowledge and agree that Imera may share your Inputs with the AI Services for this purpose. Further, you understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the AI Services used. You assume all risks associated with your use of such AI Services. Imera will have no liability for the unavailability of any AI Services, or any third party’s decision to discontinue, suspend or terminate any AI Services.
4.5 Content Restrictions. Without limiting the foregoing, you must not share Content on or through the Services, or attempt to create or use Output through the Services, that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (ii) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (iii) contains any viruses, worms or other malicious computer programming codes that may damage the Services; (iv) contains any personal information related to any individual other than yourself (the individual agreeing to these Terms), such as (without limitation) any photos, videos, audio or any other media containing individuals other than yourself, (v) contains any sensitive personal information, whether related to yourself or to other individuals, including financial, medical, or health data, government IDs, passport numbers, social security numbers, other government identifiers or data regarding children; or (vi) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Imera’s prior written consent. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Imera in its sole discretion.
4.6 Storage. Unless expressly agreed to by Imera in writing elsewhere, Imera has no obligation to store any of Your Content. You agree that Imera retains the right to create reasonable limits on Imera’s use, processing and/or storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by Imera in its sole discretion.
OWNERSHIP.
5.1 The Services. Except with respect to Your Content, you acknowledge that (i) the Resources, information, and Content made available through the Services are the property of the applicable content provider and are subject to third-party intellectual property rights, and (ii) all of the other the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Imera or Imera’s suppliers. Neither this Agreement (nor your access to the Services) transfers to you or any third-party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 1. Imera and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.
5.2 Trademarks. Imera’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Services are the trademarks of Imera and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
5.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Imera through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Imera has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Imera a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation, improvement and maintenance of the Services and/or Imera’s business.
IMERA COMMUNICATIONS.
6.1 E-mail. You may have the opportunity to provide us with your e-mail address. By providing your e-mail address to us, you consent to receive e-mail communications from Imera. E-mail communications from Imera may include communications about the Services and other offers.
6.2 Electronic Communications. The communications between you and Imera may take place via electronic means, whether you visit the Services or send Imera emails, or whether Imera posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Imera in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Imera electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
USER CONDUCT AND CERTAIN RESTRICTIONS. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion of the Services; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Services or any other portion of the Services (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Imera’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (vii) impersonate any person or entity, including any employee or representative of Imera; or (viii) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other User, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Services terminates the licenses granted by Imera pursuant to this Agreement.
THIRD-PARTY SERVICES.
8.1 Third-Party Resources, Websites, Applications, and Ads. The Services may use AI Services, provide Resources offered by third parties, and/or contain links to third-party websites, applications and advertisements for third parties (collectively, the “Third-Party Services”). Such Third-Party Services are not under the control of Imera, and Imera is not responsible for any Third-Party Services. Imera provides access to such Third-Party Services for informational purposes only, and we do not make any guarantees regarding any Third-Party Services, or their efficacy. Imera does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. In certain instances, such Third-Party Services may pay Imera certain fees or otherwise offer commissions for inclusion as part of the Services. When you use a Third-Party Service, you become subject to the terms and conditions (including privacy policies) of another website or destination. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any Third-Party Services by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the owner of such Third-Party Service. Third-Party Services are not intended as, and should not be construed to be, legal, financial, or consulting advice. When you leave our Services, this Agreement and our policies no longer govern. We do not have control over the quality, legality, accuracy, or any aspect whatsoever of any of the Third-Party Services or any products or other services provided in connection with such Third-Party Service. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
(a) Sharing Your Content and Information Through Third-Party Services. Imera may provide tools through the Services that enable you to export information, including Your Content, to Third-Party Services. By using one of these tools, you agree that Imera may transfer that information to the applicable Third-Party Service. Imera is not responsible for any Third-Party Service’s use of your exported information.
MOBILE APPLICATIONS.
9.1 Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
9.2 Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you and Imera only, and not Apple, and (ii) Imera, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Imera and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Imera.
(d) You and Imera acknowledge that, as between Imera and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Imera acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Imera and Apple, Imera, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Imera acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
FEES AND PURCHASE TERMS. Imera does not currently charge Fees (defined below) for its Services. However, it reserves the right to charge such Fees in the future upon prior written notice to you, including as a condition to your further access to or use of the Services.
10.1 Third-Party Service Provider. If Imera begins to charge Fees for any Services, Imera may use a third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You hereby consent and authorize Imera to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider may use various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
10.2 Payment. If Imera begins to charge Fees for any Services, you shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time any Fees are due and payable. By providing Imera and/or our Third-Party Service Provider with your payment information, you agree that Imera and/or our Third-Party Service Provider is authorized to immediately invoice your Account for all Fees due and payable to Imera hereunder and that no additional notice or consent is required. You shall immediately notify Imera of any change in your payment information to maintain its completeness and accuracy. Imera reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Imera and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Services are non-refundable.
10.3 Subscriptions. Imera may make certain features and functionality of the Services available on a time-limited basis (a “Subscription”). If you purchase a Subscription, the Fees for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription and at regular intervals in accordance with your elections at the time of purchase. Imera reserves the right to change the timing of our billing. Imera reserves the right to change the Subscription pricing at any time in accordance with Section 1.6. If changes to the Subscription price occur that impact your Subscription, Imera will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription as set forth in Section 10.3(a)(i) or 10.3(a)(ii).
(a) Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Imera’s then-current price for such Subscription until terminated in accordance with this Agreement. The frequency at which your Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time at you sign up for the Subscription. By subscribing, you authorize Imera to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Imera does not receive payment, you (i) shall pay all amounts due on your Account upon demand and/or (ii) agree that Imera may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
(i) Cancelling Subscriptions Purchased via Imera. If you purchased your Subscription directly from Imera, you may cancel your Subscription by logging into and going to the “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you must contact Imera at the address listed in Section 18.13, or log in and go to your “Account Settings” page.
(ii) Cancelling Subscriptions Purchased via a Third-Party Application Store. If you wish to cancel, change, or terminate a Subscription that you purchased from a third-party application store, you must do so prior to the date the Subscription will renew via such third-party application store.
(iii) Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription Term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period.
(b) Upgrades and Downgrades. If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect as soon as practical and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future Subscription Term, the Fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next Subscription Term. Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and Imera does not accept any liability for such loss.
10.4 Taxes. If at any point in the future, Imera begins to charge Fees for any Services and Imera determines it has an obligation to collect Sales Tax from you in connection with this Agreement, Imera will collect such Sales Tax in addition to the Fees. If any Services, or payments for any Services, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Imera, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Imera for any liability or expense Imera may incur in connection with such Sales Taxes. Upon Imera’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Indemnification. You shall indemnify and hold Imera, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Imera Party” and collectively, the “Imera Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any User; or (v) your violation of any applicable laws, rules or regulations. Imera reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Imera in asserting any available defenses. This provision does not require you to indemnify any of the Imera Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Services.
RELEASE. Imera expressly disclaims any liability that may arise between Users of the Services. You hereby release the Imera Parties from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your use of the Services or any disputes you may have with any other User(s).
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by an Imera Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder.
DISCLAIMER OF WARRANTIES.
13.1 Generally. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS” FOR GENERAL INFORMATION ONLY, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. IMERA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES OR YOUR CONTENT.
(a) IMERA MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE SERVICES OR RESOURCES WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF SERVICES OR ANY RESOURCES); (ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE OUTPUT, ADVICE, RESULTS, INFORMATION, OR RESOURCES, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR (iv) THE RESOURCES ACCESSED THROUGH THE SERVICES WILL REMAIN UNCHANGED OR ACCESSIBLE.
(b) ANY RESOURCES OR OTHER CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. IMERA MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IMERA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
13.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT IMERA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK OR HOLD IMERA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND/OR RESOURCES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. IMERA SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND IMERA’S CONTROL.
13.3 No Liability for Third-Party Materials. AS A PART OF THE SERVICES, YOU MAY HAVE ACCESS TO MATERIALS THAT ARE HOSTED OR MADE AVAILABLE BY ANOTHER PARTY, INCLUDING RESOURCES. YOU AGREE THAT IT IS IMPOSSIBLE FOR IMERA TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK.
13.4 Not Legal Services. ANY ADVICE OR INFORMATION PROVIDED THROUGH THE SERVICES IS NOT INTENDED TO CONSTITUTE LEGAL ADVICE OR ANY OTHER ADVICE OF A PROFESSIONAL NATURE. ANY INFORMATION PROVIDED THROUGH THE SERVICES SHOULD NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU SHOULD ALWAYS CONSULT YOUR OWN ATTORNEY OR OTHER APPLICABLE PROFESSIONAL FOR ADVICE BEFORE MAKING IMPORTANT PERSONAL OR PROFESSIONAL DECISIONS. YOUR RELIANCE ON THE ADVICE OR INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
13.6 No Liability in Connection with In-Person Events. To the fullest extent permitted by applicable law, you acknowledge and agree that Imera is not responsible for any harms sustained by you at any in-person event or other gathering for which entry is ticketed, processed, organized or verified through the Services (each, an “In-Person Event”), including, but not limited to, any loss or damage to any personal property, personal injury, or death. You acknowledge that you attend any such In-Person Event at your own risk. You agree that the provisions of Section 12 apply with full force and effect to any In-Person Event.
LIMITATION OF LIABILITY.
14.1 Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IMERA BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.
14.2 AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY RESOURCES, EVEN IF IMERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES OR ANY RESOURCES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF AN IMERA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN IMERA PARTY’S NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY AN IMERA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
14.3 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE IMERA PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN TEN US dollars ($10); or IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF AN IMERA PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN IMERA PARTY’S NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY AN IMERA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
14.4 Content. IMERA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
14.5 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
14.6 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IMERA AND YOU.
TERM AND TERMINATION.
15.1 Term. The term of this Agreement commences on the date when you accept this Agreement and continues in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.
15.2 Termination of the Services by Imera. The Service Subscription Fee for any Services is non-refundable, except as set for the below. If you have materially breached any provision of this Agreement, or if Imera is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Imera has the right to, immediately and without notice, suspend or terminate any Services provided to you with no right of refund. Imera reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you. In the event we exercise this termination right without cause, we will refund you for any pre-paid portion of your unused Subscription. You agree that all terminations for cause are made in Imera’s sole discretion and that Imera shall not be liable to you or any third party for any termination of your Account.
15.3 Termination by You. If you want to terminate this Agreement, you may do so by (i) notifying Imera at any time and (ii) closing your Account for the Services. Your notice should be sent, in writing, to the address listed in Section 18.13. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 10.3(a), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 10.3(a).
15.4 Effect of Termination. Termination of your Account includes removal of access to the Services and barring of further use of the Services and also includes deletion of Your Content, your password and all related information, files and data associated with or inside your Account (or any part thereof). Upon termination of your Account, your right to use the Services will automatically terminate immediately. All provisions of this Agreement which by their nature should survive, shall survive termination of your Account, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
16.1 Arbitration of Disputes. Subject to the terms of this Agreement to arbitrate (“Arbitration Agreement”), you and Imera agree that all disputes or claims between you and Imera that arise out of or relate in any way to your use of or access to the Services, or to this Agreement, including prior versions of this Agreement, (each, a “Dispute”) will be resolved by binding arbitration. By entering into this Arbitration Agreement, all parties are waiving their respective rights to sue in court AND HAVE A trial IN FRONT OF A JUDGE OR jury. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this Agreement containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
16.2 Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Imera agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within forty-five (45) days after submission of the Notice of Dispute, you or Imera may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process.
16.3 Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the “NAM Mass Filing Rules”) (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 16.6 below. The arbitration will be conducted in New York City, New York, unless the parties agree to another location, or the Batch Arbitration process is triggered per subsection 16.7 below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.
16.4 Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.
16.5 Arbitration Fees. The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
16.6 No Class or Representative Actions. You and Imera agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Imera agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York.
16.7 Batch Arbitration. Notwithstanding subsection 16.6 above, to increase the efficiency of administration and resolution of arbitrations, you and Imera agree that, in the event there are ten (10) or more individual requests of a substantially similar nature (i.e., requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Imera by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 requests per batch (or, if between ten (10) and ninety-nine (99) individual requests are filed, a single batch of all those requests, and, to the extent there are less than 100 requests remaining after the batching described above, a final batch consisting of the remaining requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by Imera.
16.8 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Imera within thirty (30) days of first accepting any version of this Agreement containing an Arbitration Agreement. You must send this notice to info@withimera.com and must include: (1) your name and address; (2) the email address you used to set up your Account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with us.
16.9 Changes to the Arbitration Agreement. The parties agree that Imera retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Imera within thirty (30) days of that change at info@withimera.com. Unless you reject the change within thirty (30) days, your continued use of the Services constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in subsection 16.8 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Imera will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in subsection 16.8 above.
INTERNATIONAL USERS. The Services may be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Imera intends to announce such service or content in your country. The Services are controlled and offered by Imera from its facilities in the United States of America. Imera makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law. Imera reserves the right to limit the provision of the Services to any person or geographic location.
GENERAL PROVISIONS.
18.1 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Imera’s prior written consent. Imera may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
18.2 Force Majeure. Imera shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.3 Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Services, please contact us at the email address listed in Section 18.13. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
18.4 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
18.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Imera agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York City, New York.
18.6 Governing Law. ThIS AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to thIS AGREEMENT.
18.7 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
18.8 Notice. Where Imera requires that you provide an email address, you are responsible for providing Imera with a valid and current email address. In the event that the email address you provide to Imera is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Imera’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Imera at the address listed in Section 18.13. Such notice shall be deemed given when received by Imera by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
18.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
18.11 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by Imera are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Imera products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
18.12 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
18.13 Contact Information.
With Imera, Inc.
info@withimera.com