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Terms of Use


ASSIMBLI Inc. ("We" or "ASSIMBLI") provides an online platform available at www.ASSIMBLI.com (the "Site") designed to facilitate real-life connections among its users ("you"), through the organization of shared meals at restaurants or various locations ("Venues") or other activities, in select cities around the world (collectively, the "Services"). Through our Site and Services, users can learn about one another and, if they wish, arrange times to meet with one another. Please read carefully the following terms and conditions ("Terms") and our Privacy Policy which is incorporated herein by reference into these Terms. These Terms govern your access to and use of the Site and the Services and, except as otherwise provided in these Terms, all Collective Content (defined below), and constitute a binding legal agreement between you and ASSIMBLI.

Key Terms related to Content

You should periodically visit this page to review the current Terms so you are aware of any revision to which you are bound. If we do this, we will post the changes to these Terms on this page and will indicate at the top of this page the date these Terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms and to review such changes.


We strive to create an environment where users can interact in a safe and friendly way, but please use common sense in how you use our Site and Service. You are solely responsible for, and assume all risks of, all of your online or offline communications and interactions with other users of our Site or Service. You acknowledge that ASSIMBLI does not screen or inquire into or perform background checks of its users, nor does ASSIMBLI make any attempt to verify the statements or identity of our users. You should take reasonable precautions in all interactions with other users, especially if you decide to meet another user in person.


Defined Terms

"ASSIMBLI Content" means all Content that ASSIMBLI makes available through the Site and Services, including any Content licensed from a third party, but excluding Registered User Content.


"Collective Content" means Registered User Content and ASSIMBLI Content.


"Content" means text, graphics, images, music, software, audio, video, information or other materials.


"Registered User" means a person who completes ASSIMBLI's account registration process, as described under "Account Registration" below.


"Registered User Content" means all Content that a Registered User posts, uploads, publishes, submits or transmits to be made available through the Site or Services.


Certain areas of the Site (and your access to or use of certain Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services or Collective Content.

Using the Site; Payment Terms

Through the Site, you may be able to purchase a ticket to reserve a seat for a meal or another activity advertised through the Site with other users of the Site and Services, at a Venue specified on the Site (each such activity an "Event"). Once you register with the Site, you will be able view upcoming Events. When you find an Event that interests you, you can reserve a seat at that Event by purchasing a ticket through the Site. ASSIMBLI, or its third-party payment service provider authorized to accept payments on ASSIMBLI's behalf, will charge your credit card account for your purchase. You represent and warrant to ASSIMBLI that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay ASSIMBLI the amount that is specified in accordance with the terms of such transaction and these Terms. The price of a ticket purchased through the Site and Services, and charged to your credit card account, will include the cost of the Event per person (including any taxes and gratuity) as well as a service charge, which will be retained by ASSIMBLI for arranging and facilitating the Event. You will be responsible for any additional charges relating to activities or purchases beyond the scope those included in the price of your ticket. For example, if you purchase a ticket for a meal at a restaurant, and you order additional food or beverages at the restaurant beyond what is specified on your ticket, you will be responsible for all additional charges for such additional food and beverages. After ASSIMBLI or its third party payment service provider processes your purchase, the transaction is final, and unless otherwise agreed in writing by ASSIMBLI, all payments are non-refundable. You are solely responsible for ensuring that you have selected the correct Event for which you purchased a ticket. It is also your responsibility to verify the accuracy of any statements made related to an Event promoted through the Site and Services (including accuracy of the date, time, and location of a given Event). ASSIMBLI will have no liability for any disputes related to tickets purchased through the Site and Services.

Modification

ASSIMBLI reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top these Terms. By continuing to access or use the Site or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and the Services.


You acknowledge that ASSIMBLI may also establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on ASSIMBLI's servers on your behalf. You agree that ASSIMBLI has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that ASSIMBLI reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that ASSIMBLI reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.


Eligibility The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.

Account Registration

In order to access certain features of the Site and Services and to post any Registered User Content on the Site or through the Services, you must register to create an account ("Account") and become a "Registered User." During the registration process, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ASSIMBLI reserves the right to suspend or terminate your Account for any reason at its discretion, including, but not limited to, if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify ASSIMBLI of any unauthorized use of your Account.

Social Networking Services

As a Registered User of the Site and Services, you may link your Account with your account on various third party social networking services, including, but not limited to, Facebook, LinkedIn, Google and Twitter (collectively, "SNS") subject to the terms and conditions of the applicable third party SNS services. If you decide to link your Account with an SNS via our Site or Services, we may obtain the personal information you have provided to the SNS (such as your "real" name, profile picture, email address and other information you make available via the applicable SNS) from the account you have with such SNS and use that information as part of your Account and to log you into the Site and Services; the information we obtain may depend on the privacy settings you have with the SNS. You hereby consent to our access to and collection of such personal information about you. Please note that your relationship with the owners or operators of SNS services is governed solely by your agreement(s) with such third parties.


In addition, ASSIMBLI is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with any SNS. As such, ASSIMBLI is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such SNS. ASSIMBLI enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.

Privacy

See ASSIMBLI's Privacy Policy located at www.assimbli.com/privacy for information and notices concerning ASSIMBLI's collection and use of your personal information.

Ownership

The Site, Services and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, ASSIMBLI and its licensors exclusively own all right, title and interest in and to the Site, Services and Collective Content, including all associated intellectual property rights. You will not frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on, or remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Collective Content.

Content License

Subject to your compliance with the terms and conditions of these Terms, ASSIMBLI grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, and print any Collective Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Site, Services or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ASSIMBLI or its licensors, except for the licenses and rights expressly granted in these Terms. The Service is for your personal use. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the ASSIMBLI Content other than as specifically authorized herein is strictly prohibited.

Registered User Content

Registered Users may post, upload, publish, submit or transmit Registered User Content. By making available any Registered User Content through the Site and Services, you hereby grant to ASSIMBLI and its users a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, distribute, upload, store and otherwise exploit such Registered User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. ASSIMBLI does not claim any ownership rights in any such Registered User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Registered User Content.


You acknowledge and agree that you are solely responsible for all Registered User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Registered User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant the rights in such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your posting, uploading, publication, submission or transmittal of the Registered User Content or Assimblli's or its user's use of the Registered User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.


You acknowledge and agree that ASSIMBLI may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ASSIMBLI, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at info@ASSIMBLI.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of ASSIMBLI and you hereby irrevocably assign to ASSIMBLI and agree to irrevocably assign to ASSIMBLI all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At ASSIMBLI's request and expense, you will execute documents and take such further acts as ASSIMBLI may reasonably request to assist ASSIMBLI to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

General Prohibitions

You agree not to use the Service or the Site to do any of the following:


-Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; (vii) promotes illegal or harmful activities or substances; or (viii) is unlawful, abusive, harassing, tortious, libelous or invasive of another's privacy; or (ix) in the sole judgment of ASSIMBLI, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose ASSIMBLI or its users to any harm or liability of any type.


-Use, display, mirror or frame the Site, or any individual element within the Site, ASSIMBLI's name, any ASSIMBLI trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ASSIMBLI's express written consent;


-Access, tamper with, or use non-public areas of the Site, ASSIMBLI's computer systems, or the technical delivery systems of ASSIMBLI's providers;


-Attempt to probe, scan, or test the vulnerability of any ASSIMBLI system or network or breach any security or authentication measures;


-Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ASSIMBLI or any of ASSIMBLI's providers or any other third party (including another user) to protect the Site, Services or Collective Content;


-Attempt to access or search the Site, Services or Collective Content or download Collective Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ASSIMBLI or other generally available third party web browsers;


-Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;


-Use any meta tags or other hidden text or metadata utilizing a ASSIMBLI trademark, logo URL or product name without ASSIMBLI's express written consent;


-Use the Site, Services or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;


-Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;


-Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content;


-Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;


-Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;


-Impersonate or misrepresent your affiliation with any person or entity;


-Violate any applicable law or regulation


-Encourage or enable any other individual to do any of the foregoing.


ASSIMBLI will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ASSIMBLI may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that ASSIMBLI has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Registered User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. ASSIMBLI reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content, including, any Registered User Content, that ASSIMBLI, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Site or Services.

Copyright and IP Policy

ASSIMBLI respects copyright law and expects its users to do the same. ASSIMBLI has adopted and implemented a policy that provides for the termination in appropriate circumstances of Registered Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify ASSIMBLI of your infringement claim by emailing us at info@assimbli.com.

Dispute Resolution

You and ASSIMBLI agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site and Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and ASSIMBLI are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ASSIMBLI otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.


Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that ASSIMBLI is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ASSIMBLI of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination and Account Cancellation

If you breach any of these Terms, ASSIMBLI will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. ASSIMBLI reserves the right to revoke your access to and use of the Site, Services and Collective Content at any time, with or without cause. When you register to join the Site and create a profile page, you are free to choose any name to identify yourself to other Registered Users. However, any complaints to ASSIMBLI by Registered Users, arising out of or in connection with your use of a name, may result, in ASSIMBLI's sole discretion and without prior notice to you, in the suspension or disabling of your Account or the termination of these Terms. In the event ASSIMBLI terminates these Terms for your breach, or revokes your access to and use of the Site and Services or terminates or discontinues the Site and Services and consequently these Terms, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to info@ASSIMBLI.com.

Disclaimers

THE SITE, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ASSIMBLI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ASSIMBLI MAKES NO WARRANTY THAT THE SITE, SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ASSIMBLI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES, COLLECTIVE CONTENT OR ANYTHING ELSE PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES.


NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASSIMBLI OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.


ASSIMBLI IS NEITHER AN AGENT OF NOR IS CONNECTED OR AFFILIATED WITH ANY VENUE OR OPERATOR OF ANY VENUE FOR WHICH USER HAS PURCHASED A TICKET FOR AN EVENT THROUGH THE SITE AND SERVICES. ASSIMBLI MAKES NO WARRANTY OR REPRESENTATIONS OF ANY KIND REGARDING THE PERFORMANCE OR NON-PERFORMANCE OF ANY VENUE OR OPERATOR OF ANY VENUE IN CONNECTION WITH THE SERVICE, INCLUDING THE FAILURE TO HONOR TICKETS OR OTHER RESERVATIONS OR THE DELIVERY OF INCORRECT PRODUCTS AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO MEAL ORDERS.


YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS OF, ALL OF YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. Indemnity You agree to defend, indemnify, and hold ASSIMBLI, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or related to your access to or use of the Site, Services or Collective Content, your Registered User Content, or your violation of these Terms or the rights of another. If you are a California resident, you 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 favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER ASSIMBLI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH: (A) THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT; (B) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR SERVICES; (C) THE PERFORMANCE OR NON-PERFORMANCE OF ANY VENUE OR OPERATOR OF ANY VENUE IN CONNECTION WITH THE SERVICE, INCLUDING THE FAILURE TO HONOR TICKETS OR OTHER RESERVATIONS OR THE DELIVERY OF INCORRECT PRODUCTS AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO MEAL ORDERS; (D) ANY HARM TO YOU CAUSED IN WHOLE OR IN PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANOTHER USER OF THE SERVICES; (E) STATEMENTS, CONDUCT, OR OMISSIONS OF ANY GUEST, HOST, OR OTHER THIRD PARTIES ON OUR SITE OR SERVICES; OR (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ASSIMBLI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.


IN NO EVENT WILL ASSIMBLI'S AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNTS YOU HAVE PAID TO ASSIMBLI FOR USE OF THE SITE, SERVICES OR CONTENT OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASSIMBLI AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of ASSIMBLI used herein are trademarks or registered trademarks of ASSIMBLI. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and ASSIMBLI will have no liability or responsibility with respect thereto. ASSIMBLI reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any disputes or claims not subject to arbitration, as set forth below, or any action to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between ASSIMBLI and you regarding the Site, Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ASSIMBLI and you regarding the Site, Services and Collective Content.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without ASSIMBLI's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ASSIMBLI may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by ASSIMBLI: (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Dispute Resolution

You and ASSIMBLI agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site and Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, unless both you and ASSIMBLI otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules

At ASSIMBLI's or your election, all disputes, claims, or controversies arising out of or relating to the Terms or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator's decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

General

The failure of ASSIMBLI to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ASSIMBLI. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Contacting ASSIMBLI

If you have any questions about these Terms, please contact ASSIMBLI at info@ASSIMBLI.com.