These Terms of Service and any terms expressly incorporated herein (these “Terms”) apply to any access to, or use of, any services made available by Curbside Communities, LLC (“Curbside”, “we”, “us” or “our”), including without limitation, our website and any of our related websites, services, and applications that link to these Terms (collectively, the “Services”). For the purposes of these Terms, the terms “you”, “your”, and “yourself” means you as the user of the Services.
The Terms form a legally binding agreement between you and us. By using OR ACCESSING the Services, you are CONFIRMING THAT YOU CAN FORM A LEGALLY BINDING CONTRACT WITH Curbside, AND YOU ARE agreeing to COMPLY WITH these Terms. You understand and agree that we will treat your access or use of the Services as acceptance of theSE Terms from that point onwards. If you do not agree with these terms, please do not access or use the Services.
We retain the exclusive right, in our sole discretion, to make changes to these Terms, from time to time. Your continued access to and use of the Services constitutes your agreement to be bound by, and your acceptance of, the Terms posted at such time. You acknowledge and agree that you accept these Terms (and any amendments thereto) each time you sign into your Account (as defined below), or otherwise access, or use the Services. Therefore, we encourage you to review these Terms regularly.
ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND CURBSIDE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND Curbside WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Your Access to the Services.
1.1 Generally[SSJ3] . Curbside is a secure, informal, interest-based social networking platform for physicians to create and discover groups with common interests.
1.2 Who can Use the Services.
(a) By accessing or using the Services, you state that (i) you are above the age of eighteen (18); (ii) you can form a binding contract with us; (iii) you are a licensed physician or other health care professional in the US; and (iv) you will comply with these Terms including our community guidelines located at: https://my.curbsidecommunities.com/faq/ (the “Community Guidelines”) and all applicable local, state, national, and international laws, rules, and regulations including, without limitation, those relating to patient privacy, medical care and treatment including the Health Insurance Portability and Accountability Act (HIPAA) or physician self-referrals (the Stark Law).
(b) If you are using the Services on behalf of a business or some other entity, you state that you are authorized to grant all licenses set forth in these Terms and to agree to these Terms on behalf of the business or entity.
1.4 Account Responsibility. You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party’s unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability – accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Unauthorized use of another’s Account or password is strictly prohibited.
1.5 Number of Accounts and Account Transfers. You agree that you will not create more than one Account or create an Account for anyone other than yourself. You will not license, sell, or transfer your Account without our prior written approval.
1.6 Disabling of Accounts. We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any federal, state, or local law or regulation or professional rule applicable to you and your use of the Services.
2. Intellectual Property Rights and User Content.
2.1 Rights We Grant You.
(a) Curbside grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Services’ benefits in a way that these Terms and our usage policies, such as our Community Guidelines, allow.
(b) Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.
(c) You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions, or you have our written permission to do so.
2.2 Rights We Reserve for Ourselves. Curbside expressly and exclusively reserves for itself any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof).
2.3 Rights You Grant Us.
(a) The Services let you upload, post, send, receive, and store text, information, data, materials, images, or other content you provide to Curbside using the Services (the “User Content”). When you do this, you retain whatever Intellectual Property Rights in that content you had to begin with. However, you also grant us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any User Content. To the extent it is necessary, when you appear in, create, upload, post, or send User Content, you also grant Curbside, our affiliates, and our business partners the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice, including in connection with commercial or sponsored content. This means, among other things, that you will not be entitled to any compensation from, or attribution based on moral rights by Curbside, our affiliates, or our business partners if your name, likeness, or voice is conveyed through the Services, either on the Services or on one of our business partner’s platforms. You are solely responsible for User Content, and Curbside acts merely as a passive conduit for your online distribution and publication of your User Content. You acknowledge and agree that Curbside has no obligation to monitor or review User Content but reserves the right to limit or remove User Content if it is not compliant with the terms of this Agreement.
(b) You hereby represent and warrant to Curbside that your User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (iii) will not infringe on any third-party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality; (iv) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (v) will not be defamatory, libelous, malicious, threatening, or harassing; (vi) will not be obscene, contain pornography (including but not limited to child pornography), or be harmful to minors; (vii) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with Curbside or otherwise purport to act as a representative or agent of Curbside; and (ix) will not create liability for Curbside or cause Curbside to lose (in whole or in part) the services of its Internet Service Providers or other partners or suppliers.
(c) While we are not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including to provide and develop the Services or if we think your content violates these Terms. You alone, though, remain responsible for the content you create, upload, post, send, or store through the Service.
(d) Over the course of your use of the Services, you may submit suggestions, ideas and/or feedback (collectively “Feedback”) to Curbside. Curbside shall be free to use, irrevocably, perpetually and for any purpose whatsoever, such Feedback without any permissions, payment, or other consideration to you.
(e) The Services may contain advertisements. In consideration for Curbside letting you access and use the Services, you agree that we, our affiliates, and our third-party partners may place advertising on the Services. Because the Services contain content that you and other users provide us, advertising may sometimes appear near your content.
3. The Content of Others.
(a) Much of the content on our Services is produced by users and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organization that submitted it. Although we reserve the right to review or remove all content that appears on the Services, we do not necessarily review all of it. Therefore, we do not take responsibility for any content that others provide through the Services.
(b) Through these Terms and our Community Guidelines, we make clear that we do not want the Services put to bad uses. However, because we do not review all content, we cannot guarantee that content on the Services, or that our users’ use of our Services, will always conform to our Terms or Community Guidelines.
(a) When using or accessing the Services, you must comply with these Terms and all applicable laws, rules, and regulations. Please also review our Community Guidelines, which are part of these Terms and contain Curbside’s rules about prohibited content and conduct. In addition to what is prohibited in the Community Guidelines, you agree that:
(i) You will not use the Services for any purpose that is illegal or prohibited in these Terms.
(ii) You will not use any robot, spider, crawler, scraper, or other automated means or interface to access the Services or extract other user’s information.
(iii) You will not use or develop any third-party applications that interact with the Services or other users’ content or information without our written consent.
(iv) You will not use the Services in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services.
(v) You will not use or attempt to use another user’s account, username, or password without their permission.
(vi) You will not solicit login credentials from another user.
(vii) You will not post content that contains or links to pornography, graphic violence, threats, hate speech, or incitements to violence.
(viii) You will not upload viruses or other malicious code or otherwise compromise the security of the Services.
(ix) You will not attempt to circumvent any content-filtering techniques we employ or attempt to access areas or features of the Services that you are not authorized to access.
(x) You will not probe, scan, or test the vulnerability of our Services or any system or network.
(xi) You will not encourage or promote any activity that violates these Terms.
(b) We encourage you to report content or conduct that you believe violates these Terms or our Community Guidelines. We also support the responsible reporting of security vulnerabilities. To report a security issue, please email firstname.lastname@example.org.
(a) Moderating an interest-based group is an unofficial, voluntary position that may be available to users of the Services. We are not responsible for actions taken by the moderators. We reserve the right to revoke or limit a user’s ability to moderate at any time and for any reason or no reason, including for a breach of these Terms.
(b) If you choose to moderate an interest-based group:
(ii) You agree that when you receive reports related to an interest-based group you moderate, you will take appropriate action, which may include removing content that violates policy and/or promptly escalating to Curbside for review;
(iii) You are not, and may not represent that you are, authorized to act on behalf of Curbside;
(iv) You may not enter into any agreement with a third-party on behalf of Curbside, or any interest-based groups that you moderate, without our written approval;
(v) You may not perform moderation actions in return for any form of compensation, consideration, gift, or favor from third parties;
(vi) If you have access to non-public information as a result of moderating an interest-based group, you will use such information only in connection with your performance as a moderator; and
(vii) You may create and enforce rules for the interest-based groups you moderate, provided that such rules do not conflict with these Terms or the Community Guidelines.
(c) Curbside reserves the right, but has no obligation, to overturn any action or decision of a moderator if Curbside, in its sole discretion, believes that such action or decision is not in the interest of Curbside or the Curbside community.
6.1 Applicability of this Section. We may offer users the ability to purchase certain memberships for the Services (“Memberships”). For the avoidance of doubt, the terms of this Section only apply to users who have purchased a Membership.
6.2 Membership Fees.
(a) The fees corresponding to Memberships shall be reflected within the Services, (the “MembershipFees”). All Membership Fees shall be due and payable on the dates and on the intervals set forth within the Services. If you purchase a Membership, you agree that the Membership Fees and applicable taxes are payable in advance, the term of the Membership will automatically renew at the end of the term specified within the Services, and you will be charged for the Membership renewal using any payment method that we have on record for you, unless you cancel your Membership prior to your renewal date.
(b) By purchasing a Membership and providing a payment method to pay for the Membership Fees, you represent and warrant that you are authorized to use that payment method for the associated purchase, and you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges). You must maintain accurate and up-to-date payment information within your Account or the third-party payment service you used to purchase your subscription (e.g., Apple Pay or Google Pay) in order to continue to access the Service during a renewal term. If your designated payment method cannot be verified, is invalid or is otherwise unacceptable, you are solely responsible for resolving the payment issue and may not use the Service until it is resolved. You can update your payment method within your Account, and by doing so you authorize us to charge that payment method for future renewal terms.
6.3 Price Changes. We reserve the right to adjust the pricing for the Membership Fees at any time as we may determine in our sole discretion. Any pricing change will apply to your next renewal term. Before charging you for a renewal term, we will notify you of the applicable fees by email sent to the email address provided in connection with your Membership. If you do not wish to renew your Membership, you may cancel the auto-renewal as described above. If you do not cancel your auto-renewal, you will be deemed to have agreed to renewal of your Membership, including the applicable charges.
6.4 Cancellations. If you cancel your Membership, the cancellation is effective at the end of the current term of your Membership (the “Cancellation Date”) and your Membership will remain available for use until that time. All Membership Fees paid, by Company under this Agreement, including all prepayments, are final and are non-refundable for any reason, even in the event of early termination or cancellation of a Membership. For clarity, in the event you cancel your Membership, you will be downgraded to a free user and the Services under the Membership will be deemed fully performed and delivered upon the Cancellation Date.
7. Copyright Policy.
7.1 Copyright Complaints.
(a) If you believe that your work has been reproduced in the Services in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you may submit a notification to our copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”). We will process, investigate, and respond expeditiously to notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement
(b) If you file a notice with our Copyright Agent, the notice should be filed with our Copyright Agent:
(c) A notice claiming copyright infringement must comply with the requirements set forth at 17 U.S.C. § 512(c)(3) (or any successor statute thereto). That means that such notice must:
(i) Contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
(ii) Identify the copyrighted work claimed to have been infringed;
(iii) Identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;
(iv) Provide your contact information, including your name, address, telephone number, and an email address;
(v) Provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) Provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
(a) If you believe your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your content, you may send a written counter-notice containing the following information to our Copyright Agent:
(i) Your physical or electronic signature;
(ii) Identification of the content that has been removed, or to which access has been disabled, and the location at which the content appeared before it was removed or disabled;
(iii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(iv) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located in Dunwoody, Georgia and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(b) If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
7.3 Acknowledgement. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.
7.4 Repeat Infringer Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
7.5 Other Intellectual Property Claims. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by noting this in your written notice.
8. Term and Termination.
8.1 Closure of Your Account by You. You may close your Account by providing Curbside with written notice of your intent to do so at email@example.com. Upon our confirmation to you of the closure of your Account, you will have no further rights to access or use the Services.
8.2Termination of Your Account by Us. Curbside may terminate your Account and/or access to the Services, at any time for any reason (or no reason), in Curbside’s sole and absolute discretion. Reasons for termination may include, but are not limited to, (i) violation of the Terms or of any terms and conditions or policies applicable to the Services or any of our other websites or service or those of its affiliates or partners; (ii) abuse of the Services resources or attempt to gain unauthorized entry to the Services or its resources; (iii) use of the Services in a manner inconsistent with its intended purpose as a user hereunder; or (iv) as required by law, regulation, court, or governing agency order. The termination of your access to the Services may be effective immediately. Curbside shall not be liable to you or any other third-party for termination of your Account.
8.3 Survival Upon Termination. Upon the closure of your Account by you or termination of the same by Curbside, you continue to be bound by those of these Terms that survive termination, either expressly or by virtue of reasonable construction of their nature.
10. Third-Party Links, Services, and Services.
(a) The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third-party’s websites, products, or services. Your use of Third-Party Content is at your own risk, and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.
(b) The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any User Content or information on the Services.
11.Indemnity. Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (the “Curbside Entities”) harmless from any claim or demand, including costs and attorneys’ fees, made by any third-party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
12. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CURBSIDE ENTITIES DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. CURBSIDE DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER, INCLUDING MODERATORS. WHILE CURBSIDE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13. Limitation of Liability. IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL THE CURBSIDE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS 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. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE CURBSIDE ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR ANY AMOUNT YOU PAID CURBSIDE IN THE PREVIOUS SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE CURBSIDE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
14.Arbitration, Class-Action Waiver, and Jury Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with us as follows:
14.1 Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach to us at firstname.lastname@example.org. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
(a) Where the relief sought is ten thousand dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
(b) Where the relief sought is $10,001, or more, resolution shall be in accordance with the JAMS Streamlined Arbitration Procedure Rules, before a single arbitrator, for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures, before three arbitrators, for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1201 W Peachtree, NW, Suite 2650, Atlanta, Georgia 30309; and (c) send one copy of the Demand for Arbitration to us at PO Box 566192 Atlanta, GA 31156 ATTN: Legal. You will be required to pay $250.00 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
(d) The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
(e) The venue for arbitration shall be Dunwoody, Georgia. The parties further agree to submit to the personal jurisdiction of any federal or state court in DeKalb County, Georgia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
14.3 Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
14.4Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in State or federal court or in the U.S. Patent and Trademark Office to protect our Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
14.5 30-Day Right to Opt-Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending a written notice of your decision to opt-out to email@example.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
14.6 Arbitration Agreement Survival. This arbitration agreement shall survive the termination of your relationship with us.
15.Contact Us. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: firstname.lastname@example.org.
16.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, shall be governed by and construed and enforced in accordance with the laws of State of Georgia, without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the federal and state courts located in Dunwoody, Georgia will have exclusive jurisdiction. You waive any objection to venue in any such courts.
16.2 No Conflicts. These Terms shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.
16.3Assignment. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate, or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and our obligations hereunder at any time, in our sole discretion.
16.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms shall be unimpaired and these Terms shall continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable would substantially impair the benefits of the remaining provisions hereof.
16.5Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy, or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving party.
16.6Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic, pandemic, or other public health emergency; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.
16.7 No Third-Party Beneficiaries.These Terms are personal to you and to us, and no third-party shall be considered a beneficiary hereof, for any purpose.
16.8 No Agency or Employment. No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by these Terms.
16.9 Equitable Relief. You acknowledge and agree that your breach of these Terms would cause irreparable harm to us, for which money damages alone may not be adequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek and shall be entitled to injunctive relief hereunder to prevent the actual, threatened, or continued breach of these Terms.
16.10 Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
2. Information We Collect and Receive[SSJ1][EJ2] . We collect information that alone or in combination with other information in our possession could be used to identify you (“Personal Data”) as follows:
2.1 Information You Provided to Us. We collect Personal Data that you decide to share with us. At times, we may require you to provide certain Personal Data in order to use certain parts of our Services, fulfill your requests, or provide you with certain services.
2.1.1 Account. When you create an account to log in to our Services (an “Account”), you may decide to share your first and last name, email address, username, password, your National Provider Identifier, (“NPI”), phone number, specialty, and location. We use this information to set up your Account, verify your identity, and provide you with our Services.
2.1.2 Content. We collect Personal Data from you when you provide, post, or upload it to our Services (“User Content”). We may collect, and other Curbside users may be able to see, your Personal Data, including your username, real name, photo, location, your User Content, and any other information you choose to upload or share.
2.1.3 Network and Connections. We collect information about the people, pages, accounts, and groups you are connected to and how you interact with them across our Services, such as people you communicate with the most or which groups you are part of.
2.1.4 Direct Messages and Non-Public Communications. We provide certain features that let you communicate more privately or control who sees your User Content. For example, you can direct message other users to have non-public conversations, or you can post User Content in invite only groups within the Services. When you communicate with others by sending or receiving Direct Messages, we will store and process your communications and information related to them, including, for example, when you send, receive, or engage with messages in connection with our Services.
2.1.5 Payment Information. [SSJ3] If you upgrade your Account to a paid membership or purchase other offerings provided as part of our Services, you may provide us with your payment information, including your credit or debit card number, card expiration date, CVV code, and billing address. We use industry-standard payment processor services to handle payment information.
2.1.6 Contacting Us. We may choose to collect Personal Data when you (i) contact us with questions or concerns, (ii) when you voluntarily respond to requests for your opinion and feedback, (iii) respond to marketing or other communications, or (iv) connect with us regarding an actual or potential business relationship.
2.1.7 Surveys and Questionnaires. We may use your Personal Data to send you surveys, newsletters, questionnaires, and the like. If you decide to participate, you may be asked to provide certain information, which may include Personal Data.
2.2 Information We Obtain from Others. We may obtain Personal Data about you from other sources, including through other users of the Services. For example, sometimes other users of the Services may provide us with Personal Data about you, including through User Content. Further, we collect Personal Data from third-party sources, including government agencies, publicly available databases, professional associations, publications, employers, our business partners, and service providers. For example, we may use third-party sources to obtain your NPI record and other information for user verification, to perform authentication and fraud detection, and to comply with our legal obligations.
2.3 Information We Automatically Collect. We automatically collect certain Personal Data from you when you use the Services, including internet or other network activity information such as your IP address, unique device identifiers, browsing and search history (including content you have viewed in the Services), and cookies.
2.3.1 Automatic Data Collection.In order to improve, personalize, and optimize our Services and meet our legal obligations, we may automatically track certain information about your visits to and usage of our Services, including your browser type, operating system, IP address (a number that is automatically assigned to your computer when you use the Internet, which may vary from session to session), device identifier, domain name, clickstream data, referring/exit pages, geolocation, and a date/time stamp for your visit. We also use this information to analyze trends, administer the Services, gather demographic information about our user base, deliver advertising, perform research, provide technical and customer support, inform our product development efforts, protect our legal rights, address disputes, and prevent our Services from being used to commit harmful or unlawful activities, including fraud. Some of this information may also be collected so that when you use the Services again, we will be able to recognize you and optimize your experience accordingly.
2.3.2 Device Information. We may collect information about the devices you use to access our Services, including the hardware models, operating systems and versions, software, file names and versions, preferred languages, unique device identifiers, advertising identifiers, serial numbers, device motion information, and mobile network information.
2.3.3 Crash and Error Information. If the Services crash or return an error, we may collect data to determine the cause of the error using first- or third-party services. The crash or error information collected may include the following: Device IP address, device name, operating system version, application configuration(s), the time and date, and other statistics.
2.3.5 Other Technologies. In addition, we use “pixel tags” (also referred to as clear gifs, web beacons, or web bugs). Pixel tags are tiny graphic images with a unique identifier, similar in function to cookies, that are used to track online movements of web users. In contrast to cookies, which are stored on a computer’s hard drive or web browser, pixel tags are embedded invisibly in web pages. Pixel tags are often used in combination with cookies, trigger the placing of cookies, and transmit information to us or our service providers. This enables two websites to share information. The resulting connection can include information such as a device’s IP address, the time a person viewed the pixel, an identifier associated with the browser or device, the type of browser being used and the URL of the web page from which the pixel was viewed. Pixel tags also allow us to send email messages in a format that users can read, tell us whether emails have been opened, and help to ensure we are sending only messages that may be of interest to our users. We may also use this information to reduce or eliminate messages sent to a user.
3. How We Use Your Information.
(i) To provide, maintain, and improve the Services;
(ii) To create your Account, facilitate network connections, recommend content, and further personalize the Services for you;
(iii) To personalize the Services, and provide and optimize advertisements, content, and features that match user profiles or interests;
(iv) To communicate with you about products, services, offers, promotions, and provide other news and information we think will be of interest to you (for information about how to opt out of these communications, see “Your Choices” below);
(v) To measure the effectiveness of advertisements shown on our Services;
(vi) To invite you to participate in surveys and provide feedback to us (in accordance with any privacy preferences you have expressed to us);
(vii) To monitor and analyze trends, usage, and activities in connection with our Services;
(viii) To research and develop new services;
(ix) To provide customer service;
(x) To enforce our terms of service and other policies;
(xi) To promote security, to protect against and prevent fraud, claims, and other liabilities, to manage corporate risk exposure, to comply with legal obligations and legal process, and to protect our rights, privacy, safety, or property, and/or that of our affiliates, you, or other third parties; and
(xii) For any other purposes disclosed to you at the time, we collect your information or pursuant to your consent.
(b) We may aggregate and/or de-identify information collected through the Services and from other sources so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including, without limitation, for research and marketing purposes.
4. How We Share and Disclose Information.
4.1 Vendors and Service Providers. To assist us in meeting business operations needs and to perform certain services and functions, we may share Personal Data with vendors and service providers, including providers of hosting services, cloud services, and other information technology services providers, email communication software and email newsletter services, advertising and marketing services, payment processors, customer support services, and web analytics services. Pursuant to our instructions, these parties will access, process, and/or store Personal Data in the course of performing their duties to us. We take commercially reasonable steps to ensure our service providers adhere to the security standards we apply to your Personal Data.
4.3 Sharing You Control. We may share or disclose your Personal Data for other purposes pursuant to your consent or with your further direction, such as when you upload User Content, participate in public activities such as posting on the Services, direct us to share your feedback with another, or information shared via direct messages with someone else. Please keep in mind that if you direct message another user or if you choose to engage in public activities on the Services, you should be aware that any information you share may be read, collected, or used by other users. You should use caution in disclosing Personal Data while engaging in such activities. We are not responsible for the information you choose to submit.
4.4 Aggregate/De-Identified Data. From time to time, we may share Aggregate/De-Identified Information about use of the Services, such as by publishing a report on usage trends. The sharing of such data is unrestricted.
4.5 Legal Reasons. We may also disclose your Personal Data when we, in good faith, believe disclosure is appropriate to comply with the law, a court order, or a subpoena. We may also disclose your Personal Data to prevent or investigate a possible crime, such as fraud or identity theft; to protect the security of our Services; to enforce or apply our policies or other agreements; or to protect our own rights or property or the rights, property or safety of our users or others. We will attempt to notify our users about legal demands for their Personal Data when appropriate in our judgment unless prohibited by law or court order or when the request is an emergency. We may dispute such demands when we believe, in our discretion, that the requests are overbroad, vague, or lack proper authority.
4.6 Sale, Merger, or Other Business Transfer. As we continue to develop our business, we may buy, merge, or partner with other companies. In such transactions (including in contemplation of such transactions), Personal Data may be among the transferred assets. If a portion or all of our assets are sold or transferred to a third-party, your Personal Data would likely be one of the transferred business assets. If such transfer is subject to additional mandatory restrictions under applicable laws, we will comply with such restrictions.
5. Your Choices.
(b) You have a choice about the placement of cookies on our website. You can use your web browser to directly block all cookies, or just third-party cookies, through your browser settings. Using your browser settings to block all cookies, including strictly necessary ones, may interfere with proper site operation. Guidance on how to control cookies in popular browsers is contained here: Microsoft Internet Explorer, MacOS Safari, Mozilla Firefox, and Google Chrome. You can also manage third-party advertising preferences for some of the third parties we work with to serve advertising across the Internet by utilizing the choices available at www.networkadvertising.org/managing/opt_our.asp and www.aboutads.info/choices.
(d) In certain circumstances providing Personal Data is optional. However, if you choose not to provide Personal Data that is needed to use some features of our Services, you may be unable to use those features.
(e) Some browsers offer a “do not track” (“DNT”) option. Since no common industry or legal standard for DNT has been adopted by industry groups, technology companies, or regulators, we do not respond to DNT signals. We will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.
6. Security. We take reasonable precautions intended to help protect your Personal Data that we collect. Unfortunately, no system or online transmission of data is completely secure, and we cannot guarantee the security of data transmitted across the Internet. If you believe that Personal Data that you provided to us is no longer secure, please notify us immediately using the contact information provided below.
7. Information Retention. We will retain Personal Data as required to comply with privacy requests, to manage active accounts, as required by law, in order to resolve disputes or enforce our agreements. We will retain Personal Data we process on behalf of our users as directed by them. We may also retain copies of your Personal Data for disaster recovery purposes.
10.Children’s Privacy. The Services are intended for adult users over the age of 18. We do not knowingly collect Personal Data from anyone under the age of 18. If you become aware of information from individuals under the age of 18, which has been provided to us, please contact us in accordance with the “Contact Us” section below.