Innovation Brands Corp.
Last Updated: January 22, 2020
Welcome to DojoMojo! Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications, including without limitations our partnership marketing, sweepstakes, media transactions, and audience engagement tools and services offered through www.dojomojo.com (the "Services"). If you have any questions, comments or concerns regarding these terms or the Services, please contact us at firstname.lastname@example.org
A. Modification to these Terms
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the www.dojomojo.com website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
In order to use the Services, you may be required to sign up for an account, and select a password and username. You promise to provide us with true, complete, and up to date contact and registration information about yourself. You may not select as your username a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You are solely responsible for keeping your account name and password confidential and for protecting the security thereof. You will not share your account name or password with anyone, unless it is an authorized employee within your organization. You’re responsible for any activity associated with your account. You’ll immediately notify us of any unauthorized use of your account(s). We are not responsible for any losses due to stolen or hacked passwords. You acknowledge that we do not have access to your current password, and may only reset your password at your request.
If you connect to a third-party account, such as Stripe or a social media network (each such account, a “Third-Party Account”), you understand that DojoMojo may access, make available and store (if applicable) any information, data, other materials, including, but not limited to, your name and email address as well as your subscribers’ information, including name, email address, purchase history, transaction value, product details, and shipping details that you have provided to and stored in your Third-Party Account (“Third-Party Account Content”). Unless otherwise specified in these Terms, all Third-Party Account Content shall be considered to be Your Content (as defined below) for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available to us. Please note that if a Third-Party Account or associated service becomes unavailable or DojoMojo’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Account Content will no longer be available on and through the Services. You have the ability to disable the connection between us and your Third-Party Accounts at any time by adjusting your account settings on the applicable Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND DOJOMOJO DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. DojoMojo makes no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and DojoMojo is not responsible for any Third-Party Account Content.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you are agreeing to these Terms on behalf of a company or other entity, you represent and warrant that you have the authority to agree to and accept these Terms on that company or other entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except in this sentence, refer to that organization or entity).
You represent and warrant that you will use the Services only in accordance with these Terms and in a manner that complies with any and all federal, state or local laws and regulations that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your use of the Services in any way that breaks the law.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
Infringes or violates the intellectual property rights or any other rights of anyone else (including ours);
Violates any law or regulation, including any applicable data protection and export control laws;
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Jeopardizes the security of your account or anyone else’s (such as allowing an unauthorized person to log in to the Services as you);
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Violates the security of any computer network, or cracks any passwords or security encryption codes;
Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
Copies or stores any significant portion of the Content;
Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
By submitting any Content or personal information related to any subscriber or other person through the Services, including without limitations to operate a sweepstakes campaign (collectively, the “Subscriber Information”), you represent, warrant, and agree that: (v) any and all information has been collected in accordance with any applicable laws, rules or regulations, including the California Consumer Privacy Act (“CCPA”), and not in violation of any privacy or similar rights of such persons; (w) such persons received a privacy notice at collection of how their Subscriber Information will be processed in connection with the Services in accordance with applicable law, including the CCPA; (x) you have, as described in the CCPA FAQs, (i) certified that you provided such notice to relevant persons and submitted a copy of the notice to DojoMojo or (ii) certified that you received the Subscriber Information from a source that provided such notice; (y) you have provided California residents with the opportunity to opt out of such sharing of Subscriber Information with DojoMojo and our affiliates and partners as described in the CCPA FAQs; and (z) you have obtained all third-party licenses, consents and permissions needed for DojoMojo to use the Subscriber Information in accordance with the terms herein. You hereby indemnify and hold harmless DojoMojo, and all of its officers, directors, shareholders, employees and agents, with respect to any claim, suit or liability (including attorney’s fees and related costs), arising from the collection, use and disclosure of such Subscriber Information. DojoMojo reserves the right to contact subscribers and other relevant persons to obtain authorization to use and disclose Subscriber Information for DojoMojo’s business purposes as permitted under applicable law.
You further represent, warrant, and agree that when using the Services or any information collected through the Services to send text messages, email messages or other communications to third parties (collectively, “Messages”), you will: (i) comply with all applicable federal, state, local and foreign laws, rules and regulations governing such Messages, including, without limitation, the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing rules and regulations (47 C.F.R. § 64.1200), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Federal Trade Commission’s Telemarketing Sales Rule (16 CFR § 310), the CAN-SPAM Act of 2013 (15 U.S.C. §§ 7701-7713), and state and local equivalents; (ii) send Messages only to individuals from whom you have obtained the legally required consent to do so. Further, for purposes of these Terms, you will be deemed to be the sender of all Messages delivered through the Services even if DojoMojo or its subcontractors perform the technical steps necessary to distribute such Messages on your behalf. You also agree that you will be solely liable and responsible for the Messages and Message content sent through the Services notwithstanding that DojoMojo may offer advice, guidance or templates relating thereto. DojoMojo may in its sole discretion refuse to distribute Messages where the content of the Message or the delivery of such Message to the recipient, appears to be unlawful in DojoMojo’s reasonable judgment. Notwithstanding the foregoing, DojoMojo has no obligation to review the content of any Messages or recipient addresses.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
D. Payments and Billing
Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page (www.dojomojo.com/pricing) for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION. TO TERMINATE YOUR AUTHORIZATION, EMAIL SUPPORT@DOJOMOJO.COM. ONCE WE HAVE CONFIRMED RECEIPT OF YOUR TERMINATION, YOU WILL RECEIVE SERVICES FOR THE REMAINDER OF THE BILLING PERIOD, AND WILL RECEIVE NO FURTHER RECURRING CHARGES. TO CHANGE YOUR PAYMENT METHOD, GO TO WWW.DOJOMOJO.COM/APP/PROFILE/BRAND/BILLING. CHANGES TO PAYMENT METHOD AND TERMINATIONS WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT WWW.DOJOMOJO.COM/APP/PROFILE/BRAND. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Subscription Services. Unless you opt out of auto-renewal, through email request to email@example.com, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, email notice to firstname.lastname@example.org. If you terminate a Paid Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at email@example.com
E. Rights and Licenses
The materials displayed or performed or available on or through the Services, including without limitation, text, graphics, data, articles, photos, images, illustrations, User Content, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including DojoMojo’s) rights.
You understand that DojoMojo owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all of the restrictions above don’t apply – they do!
If you collect or store Subscriber Information, you hereby grant to DojoMojo: a worldwide, transferable, sublicensable, perpetual, irrevocable, non-exclusive, royalty-free license to: (a) use the Subscriber Information to provide the Services under the Terms; (b) use the Subscriber Information for any lawful purposes, including but not limited to (i) improving our products, software and services; and (ii) creating derivatives of the Subscriber Information by compiling data from a variety of third-party sources related to such subscriber (the “Enriched Data”); and (c) share the Subscriber Information and Enriched Data to DojoMojo affiliates, business partners, and customers as permitted by law.
In addition to the license rights to the Subscriber Information set forth above, for all User Content, you hereby grant DojoMojo a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Content, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Content is not affected.
If you store User Content in your own personal DojoMojo account, in a manner that is not viewable by any other user except you (“Private User Content”), you grant DojoMojo the license above, as well as a license to display, perform and distribute your Private User Content for the sole purpose of making the Private User Content accessible to you and providing the Services necessary to do so.
If you share User Content only in a manner that certain specified users can view (for example, a private message to one or more other users (“Limited Audience User Content”), then you grant DojoMojo the licenses above, as well as a license to display, perform and distribute your Limited Audience User Content for the sole purpose of making that Limited Audience User Content accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Content, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share User Content publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements and/or feature requests relating to the Services (each of the foregoing, “Public User Content”), then you grant DojoMojo the license above, as well as a license to display, perform and distribute your Public User Content for the purpose of making that Public User Content accessible to all DojoMojo users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Content in connection with the Services and/or otherwise in connection with DojoMojo’s business for any purpose, provided that DojoMojo will try to notify you if it uses your Public User Content for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Content, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable and worldwide, provided that when you delete your DojoMojo account, we will stop displaying your User Content (other than Public User Content, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete the content from DojoMojo’s records, and that your User Content may remain viewable elsewhere to the extent that they were copied or stored by other users.
Finally, you understand and agree that DojoMojo in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Content to conform and adapt such User Content to the technical requirements of connection networks, devices, services or media, and the foregoing license includes the rights to do so.
Copyright infringement. You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like DojoMojo, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here
Responsibility for information and material available on the Services. Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
F. Third Party Websites and Services
DojoMojo has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, DojoMojo will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that DojoMojo shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
We are not responsible for the behavior of any advertisers, or linked third party websites available on or through the Services. The inclusion of any advertisement or hyperlink on the Services does not imply DojoMojo’s endorsement or any association between DojoMojo and the advertised brand or operators of the website corresponding to that hyperlink. You further acknowledge and agree that DojoMojo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such hyperlinked website.
G. Disputes Between Users or With Third Parties.
If there is a dispute between participants on this site, or between users and any third party, you agree that DojoMojo is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release DojoMojo, its officers, employees, agents and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
H. Changes of the Services.
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
DojoMojo is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. DojoMojo has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to terminating your account so that you are able to retrieve any important User Content you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of DojoMojo.
If you have deleted your account by mistake, contact us immediately at firstname.lastname@example.org – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations of our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
J. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING WITHOUT LIMITATION TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL DOJOMOJO (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORKSTOPPAGE, ACCURACY OF RESULTS OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNTS PAID BY YOU TO DOJOMOJO IN CONNECTION WITH THE SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
K. No Warranties.
Neither DojoMojo nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without warranty of any kind from DojoMojo or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY DOJOMOJO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, DOJOMOJO DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES AND CONTENT IS SOLELY AT YOUR OWN RISK. NO REPRESENTATION OR STATMENT, INCLUDING WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILTY FOR USE OR PERFORMANCE OF THE SERVICES, NOT CONTAINED IN THESE TERMS WILL BE DEEMED TO BE A WARRANTY BY DOJOMOJO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You, at your own expense, will indemnify, defend, and hold harmless DojoMojo, its subsidiaries, affiliates and assigns, and its and their respective directors, officers, employees and agents from and against any third-party claim, loss, demand, cause of action, debt or liability, including attorneys’ fees, arising out of or related to (i) your actual or alleged breach of any of these Terms, and (ii) your actual or alleged use or misuse of any DojoMojo Services, including, without limitation, any allegation that you used the DojoMojo Services to send any Message in violation of any federal, state, local or other law, rule, or regulation, including but not limited to the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations (47 C.F.R. § 64.1200).
You may not assign, delegate or transfer these Terms or any of your rights or obligations under these Terms, or your Services account, in any way (by operation of law or otherwise) without DojoMojo’s prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent.
N. Choice of Law; Arbitration.
These Terms are governed by and will be construed under the laws of the state of New York, without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in New York County, New York, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, New York County, New York, or the Southern District of New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND DOJOMOJO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the DojoMojo may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and DojoMojo agree that these Terms are the complete and exclusive statement of the mutual understanding between you and DojoMojo, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of DojoMojo, and you do not have any authority of any kind to bind DojoMojo in any respect whatsoever. You and DojoMojo agree there are no third party beneficiaries intended under these Terms.