Terms & Conditions

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE SUBSCRIBING & USING THIS PLATFORM. BY SELECTING THE CHECKBOX, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.

Welcome to our website at www.painles.app and/or our iOS and Android Mobile Application (here-inafter our “Platform” and our “Services”). These Terms of Use (the “Terms”) constitute a legal agreement between you and PainLes, LLC, 2309 Santa Monica Blvd Suite 640, Santa Monica, CA 90404 (hereinafter "PainLes", "we" or "us") governing the use of our Platform and our Services. We license use of our Platform to you on the basis of these Terms. We do not sell our Platform to you and we remain the owner of our Platform at all times.
You should print a copy of these Terms for future reference.

1. TERMS OF USE

1.1. The provisions set out in these Terms govern your access to and your use of our Platform and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Platform. 1.2. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non- exclusive and non-transferable license to use our Platform on these Terms.
1.3. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that:
1.3.1.you have read the terms set out in these Terms and agree to be bound by and comply with them; and
1.3.2.you shall ensure that all Users of your Account abide by these Terms.
1.4. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
1.5. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time, or remove or edit content (including content submitted by you) on our Platform or on any of our affiliated websites (including social media pages).
1.6. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Platform or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
1.7. Save to the extent permitted by us in writing, you are not permitted to use, or submit any content to, our Platform or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.

2. SUBSCRIPTION

2.1. Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our Platform.
2.2. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our Platform. By purchasing the recurring subscription, you authorize us or our related corporations to automatically charge the Fees:
2.2.1.upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
2.2.2.on the renewal date of the subscription period thereafter, without any further action by you.
2.3. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Platform or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Platform or any of the Services.
2.4. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
2.5. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
2.6. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
2.7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
2.8. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription to our Platform, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.

3. UPLOADING CONTENT TO OUR PLATFORM

3.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Platform complies with our Privacy Policy, Acceptable Use Policy, the PDPA and any other applicable laws.
3.2. You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:
3.3. the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform; or
3.4. The loss of any content or data provided to us by you. You should keep a record of all such content and data.
3.5. We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3.6. We may use the content uploaded by you for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymized and used only for the purposes of improving the Services and our response to users of the Platform.
3.7. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under Delaware law.
3.8. We have the right to delete any content uploaded to our Platform if, in our opinion, it does not comply with the content standards set out in our Acceptable Use Policy.

4. ACCEPTABLE USE POLICY

4.1. You may use our Platform only for lawful purposes. You may not use our Platform:
4.1.1.in any way that breaches any applicable local or international laws or regulations; 4.1.2.in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4.1.3.to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
4.1.4.to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
4.2. You also agree:
4.2.1.not to reproduce, duplicate, copy or re-sell any part of our Platform in contravention of the provisions of our Terms; and
4.2.2.not to access without authority, interfere with, damage or disrupt:
4.2.3.any part of our Platform;
4.2.4.any equipment or network on which our Platform is stored;
4.2.5.any software used in the provision of our Platform; or
4.2.6.any equipment or network or software owned or used by any third party.
4.3. Restrictions
4.3.1.Except as expressly set out in this Agreement or as permitted by any applicable law, you undertake:
4.3.2.not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, our Platform or any of the contents therein for any commercial or other purposes;
4.3.3.not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of our Platform nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, our Platform or any of the contents therein, including but not limited to framing, mirroring, linking, spider- ing, scraping or any other technological means;
4.3.4.not to provide or otherwise make available our Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
4.3.5.to include our copyright notice on all entire and partial copies you make of our Platform on any medium;
4.3.6.to comply with all applicable technology control or export laws and regulations; and 4.3.7.not to disrupt, disable, or otherwise impair the proper working of the Services, our Plat- form or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.

5. CONTENT STANDARDS

5.1. These content standards apply to any and all information and material which you post or upload on our Platform (“Contributions”).
5.2. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.
5.3. Contributions must:
5.3.1.comply with applicable law, in particular, the CCPA and GDPR, and the laws of any country from which they are posted.
5.4. You shall be responsible for ensuring all Contributions are up-to-date, authentic, truthful and accurate. You shall be responsible for the origin of the Contributions and must ensure that you either have all ownership rights to the Contributions posted or all rights and/or consents or licenses allowing you to upload and post the Contributions to and on our Platform.
5.5. Contributions must not:
5.5.1.infringe any intellectual property right of any other person;
5.5.2.be made in breach of any legal duty owed to a third party, such as a contractual duty, a duty of confidence or any duty arising under law;
5.5.3.contain any material which is defamatory of any person, obscene, offensive, or inflammatory or promotes any illegal activity, discrimination, violence, or ill-will and hostility;
5.5.4.be threatening or abusive, invade another’s privacy, or cause or be likely to cause annoyance, alarm, inconvenience or needless anxiety to any other person;
5.5.5.be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
5.5.6.give the impression that they emanate from us, if this is not the case; or
5.5.7.advocate, promote or assist any unlawful act or otherwise contain any material which is criminal in nature.
5.6. We reserve the right to request that you amend or delete the Contributions if it is found that any of the Contributions posted by you is in contravention of our acceptable use policy.
5.7. Where you choose to terminate your account with us, you may delete all previous Contributions made by you and retain a copy of the same.

6. YOUR CONDUCT

6.1. You agree to comply with all laws, rules, and regulations applicable to your access to and use of the Platform. In addition, you agree not to:
6.1.1.upload, post, transmit, publish, display, or otherwise make available through the Platform any User-Provided Content that is known by you to be false, inaccurate, or misleading;
6.1.2.upload, post, transmit, publish, display, or otherwise make available through the Plat- form any User-Provided Content that violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
6.1.3.upload, post, transmit, publish, display, or otherwise make available through the Plat- form any User-Provided Content that is, or may reasonably be considered to be, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable, or that harms minors in any way;
6.1.4.forge headers or otherwise manipulate identifiers in order to disguise the origin of any User-Provided Content transmitted through the Platform;
6.1.5.upload, post, transmit, publish, display, or otherwise make available through the Plat- form any User-Provided Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6.1.6.upload, post, transmit, publish, display, or otherwise make available through the Plat- form any User-Provided Content that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any party;
6.1.7.upload, post, transmit, publish, display, or otherwise make available through the Plat- form any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
6.1.8.upload, post, transmit, publish, display, or otherwise make available through the Plat- form any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
6.1.9.take any action that interferes with the proper working of the Platform, compromises the security of the Platform, or otherwise damages the Platform or any materials or information available through the Platform;
6.1.10.attempt to gain unauthorized access to any portion or feature of the Platform, to any other systems or networks connected to the Platform, to any of our or our service providers’ servers, or to any of the services offered on or through the Platform, including but not limited to by hacking, password “mining”, or any other unauthorized means;
6.1.11.probe, scan, or test the vulnerability of the Platform or any network connected to the Platform or bypass the authentication measures on the Platform or any network connected to the Platform;
6.1.12.use any automated means to collect information or Content from or otherwise access the Platform, including, but not limited to, through the use of technical tools known as robots, spiders, or scrapers, without our prior permission;
6.1.13.harvest or otherwise collect and store information about other users of the Platform, including e-mail addresses;
6.1.14.install any software, file, or code that is not authorized by the user of a computer or device or that assumes control of all or any part of the processing performed by a computer or device without the authorization of the user of the computer or device; or
6.1.15.interfere with or disrupt the operation of the Platform or server networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Platform.

7. SUSPENSION AND TERMINATION

7.1. We will determine, in our discretion, whether there has been a breach of our acceptable use policy through your use of our Platform. When a breach of this policy has occurred, we may take such action as we deem appropriate.
7.2. Failure to comply with our acceptable use policy constitutes a material breach of the terms of use upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:
7.2.1.immediate temporary or permanent withdrawal of your right to use our Platform; 7.2.2.immediate temporary or permanent removal of any Contribution;
7.2.3.issuance of a warning to you;
7.2.4.legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
7.2.5.further legal action against you; and/or
7.2.6.disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
7.3. We exclude liability for actions taken in response to breaches of our acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. You acknowledge that all intellectual property rights in our Platform anywhere in the world belong to us, that rights in our Platform are licensed (not sold) to you, and that you have no rights in, or to, our Platform other than the right to use them in accordance with these Terms.
8.2. Any intellectual property rights in content uploaded by you to our Platform shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non- exclusive license to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the Platform.
8.3. You acknowledge that you have no right to have access to our Platform in source code form.
8.4. Save for internal distribution amongst your employees and persons authorized by you for your internal business purposes and any other purposes contemplated under these Terms or the Platform, you must not modify the paper or digital copies of any materials you have printed off or downloaded from our Platform in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
8.5. Our status (and that of any identified contributors) as the authors of content on our Platform must always be acknowledged.
8.6. You must not use any part of the content on our Platform for commercial purposes not specified on our Platform without obtaining a license to do so from us or our licensors.
8.7. If you print off, copy or download any content on our Platform in breach of this Agreement, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

9. WARRANTIES

9.1. While we make all efforts to maintain the accuracy of the information on our Platform, we provide the Services, Platform and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
9.2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Platform, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.

10. LIMITATION OF LIABILITY

10.1.We are not liable for the completeness, accuracy or correctness of any information uploaded on our Platform and any Related Content. You expressly agree that your use of the Services and our Platform is at your sole risk.
10.2.We do not assist with dispute resolution between any you and any Consultant and are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, you are responsible for contacting the relevant Consultant. Without prejudice to the foregoing, we remain entitled at all times to investigate at our discretion any complaint regarding the use of our Platform or any suspected unlawful activity and to take any action that we deem appropriate, including to file a report with the appropriate authorities.
10.3.You agree not to use the Services, our Platform and the Related Content for any illegal and illicit purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:
10.3.1.loss of profits, sales, business, or revenue;
10.3.2.business interruption;
10.3.3.loss of anticipated savings;
10.3.4.loss or corruption of data or information;
10.3.5.loss of business opportunity, goodwill or reputation; or
10.3.6.any other indirect or consequential loss or damage.
10.4.Nothing in these Terms shall limit or exclude our liability for:
10.4.1.death or personal injury resulting from our negligence;
10.4.2.fraud; and/or
10.4.3.any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
10.5.Our Platform is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
10.6.These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

11. INDEMNITY

You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Platform, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms (including our Privacy Policy, Cookie Policy) or any laws or regulations or otherwise.

12. FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY

We are not, nor are we holding ourselves out to be a doctor/physician, nurse, physician's assistant, advanced practice nurse, or any other medical professional ("Medical Provider"), psychiatrist, psychologist, therapist, counselor, or social worker ("Mental Health Provider"), registered dietician or licensed nutritionist, or member of the clergy. As a health coach, we are not providing health care, medical or nutritional therapy services, or attempting to diagnose, treat, prevent or cure any physical, mental or emotional issue/symptom, disease or condition. The information provided in or through our Platform pertaining to your health is not intended to be a substitute for the professional medical advice, diagnosis or treatment provided by your own Medical Provider or Mental Health Provider. You agree and acknowledge that we are not providing medical advice, mental health advice, or religious advice in any way. Always seek the advice of your own Medical Provider and/or Mental Health Provider regarding any questions or concerns you have about your specific health or any medications, herbs or supplements you are currently taking and before implementing any recommendations or suggestions from our Platform. Do not disregard medical advice or delay seeking medical advice because of information you have read on our Platform. Do not start or stop taking any medications without speaking to your own Medical Provider or Mental Health Provider. This is why we emphasize the importance of utilizing your PAIN MANAGEMENT TEAM (PMT). If you suspect that you have a medical or mental health problem, contact your own Medical Provider or Mental Health Provider promptly. The information contained on our Platform has not been evaluated by the Food and Drug Administration.

13. PAIN MANAGEMENT TEAM (PMT)

If you suspect that you have a medical or mental health problem, contact your own Medical Provider or Mental Health Provider promptly. The information contained on our Platform has not been evaluated by the Food and Drug Administration.

14. EXERCISES & SELF COPING TOOLS

The therapy exercises aka self-coping tools that we suggest may not be appropriate for all types of pain. If you experience increased pain while doing any exercise, stop immediately and call your pain management specialist. Always contact your pain management specialist if you have any questions regarding any and all body pain or about the suitability of this specific exercise.

15. YOUR PROVISION OF INFORMATION

When you provide information about yourself to us or to other users of our platform, including when you create an Account, you agree to:
(a) provide accurate and current information, and not to provide information that attempts to impersonate another individual; and
(b) maintain and promptly update such information to keep it accurate and current. If you provide any information about yourself that is untrue or inaccurate, or we have reasonable grounds to suspect that such information is untrue or inaccurate, we retain the right to suspend or terminate any account you establish, decline to provide you with services on our platform, and/or refuse any or all current or future use of our platform or any portion thereof.

16. APPLE AND ANDROID DEVICES

16.1.The following terms apply when you use our APP obtained from either the Apple’s, or An- droid’s store (each an “App Distributor”) to access the Platform:
16.1.1.the License granted to you for our App is limited to a non-transferable License to use the PainLes APP on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
16.1.2.we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this License contained in this Li- cense Agreement or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
16.1.3.in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App;
16.1.4.you must comply with applicable third-party terms of agreement when using the App,
16.1.5.you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this License contained in this License Agreement, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this License contained in this License Agreement against you as a third-party beneficiary thereof.

17. EVENTS BEYOND REASONABLE CONTROL

PainLes will be not held responsible for any delay or failure to perform or comply with our obligations under the PainLes terms and conditions when the delay or failure arises from any cause which is beyond PainLes’ reasonable control.

18. PLATFORM MANAGEMENT

18.1.We reserve the right, but not the obligation, to:
18.1.1.monitor the Platform for violations of these Terms;
18.1.2.take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities;
18.1.3.in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
18.1.4.in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
18.1.5.otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

19. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES

19.1.PainLes may modify these terms or any additional terms that apply to the Service to, for ex- ample, reflect changes to the law or changes to the Service. You should look at the terms regularly. PainLes will post notice of modifications to these terms, or other policies referenced in these terms at the applicable URL for such policies.
19.2.Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, you should discontinue Your use of our Platform.
19.3.No amendment to or modification of this Agreement will be binding unless
19.3.1.in writing and signed by a duly authorized representative of PainLes,
19.3.2.You accept updated terms online, or
19.3.3.You continue to use the Service after PainLes has posted updates to the Agreement or to any policy governing the Service.

20. CORRECTIONS

There may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to the Platform, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

21. AVAILABILITY OF THE PLATFORM

21.1.The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility, and satisfactory quality.
21.2.PainLes accepts no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

22. CLASS ACTION WAIVER

22.1.Each party agrees that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class.
22.2.Neither party will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable.

23. WAIVER OF JURY TRIAL

Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.

24. OTHER IMPORTANT TERMS

24.1.We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms.
24.2.You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
24.3.No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
24.4.These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
24.5.If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
24.6.Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will re- main in full force and effect.
24.7.These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of California. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Santa Monica.