Hello and welcome to Eager Labs! We will use a few terms in these Terms:
- "Terms": these Terms of Service, which are a legally binding agreement that governs your access to our Services
- "Eager", "Eager Labs", we", "us" or "our": Eager Labs, Inc.
- "you" or "your": you
- "Site": https://eagerlabs.com and its subdomains
- "App": any downloadable applications we make available to you
- "Services": any software or services we make available to you, including the Site or App
- "Content": text content, notifications, emails, videos, images and audio or any combination thereof
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, READ THESE TERMS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING OUR SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF ANY GROUP OR ENTITY YOU REPRESENT, IF APPLICABLE. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO OUR SERVICES FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE OUR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE our services, including our site or app.
THESE TERMS contain an Agreement to Arbitrate, which (i) requires that you and Eager arbitrate certain claims BY BINDING, INDIVIDUAL ARBITRATION instead of going to court and (ii) limits class action claims, unless you opt out of the Agreement to Arbitrate as described in the arbitration section (see SECTION 24).Acceptance of Terms.These Terms are a legal agreement between you (together with the group or entity, if any, that you represent) and Eager, establishing terms and conditions under which you access and use our Services. The date you first agree to or accept these Terms, or that you otherwise first access and use our Services following the date these Terms are first made available on the Site, is the “Effective Date.”PLEASE REVIEW THESE TERMS BEFORE USING EAGER, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. IF YOU ARE VIEWING THIS ON YOUR MOBILE DEVICE, YOU CAN ALSO VIEW THESE TERMS VIA A WEB BROWSER AT https://eagerlabs.com/terms. BY USING OUR SERVICES, INCLUDING OUR SITE OR APP, YOU REPRESENT TO US THAT YOU ARE AT LEAST 13 YEARS OLD AND HEREBY INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS.Eager reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on our Site. Revisions to the Terms are effective upon the first renewal of your subscription following such posting. Your use of any Services after a revised version of these Terms has been posted on our Site constitutes your binding acceptance of the revised Terms.If you wish to use our Services on behalf of a company, group, organization or other entity, then you represent and warrant that you: (a) have the authority to bind such entity to these Terms and (b) agree to be bound by these Terms on behalf of such entity.Our Services.Generally. Our Services help individuals reach their professional potential by providing opportunities for feedback and useful self-improvement tools through a variety of engagement channels. There are four types of users (collectively, “Users”) of our Services:To the extent you use the Services in an individual capacity for your personal professional development, you are an “Individual”. As an Individual, you may use the Services to maintain a profile of information about yourself or to submit Content to the Services (collectively, “Individual Content”). From time to time as permitted by the Services, you may authorize Employers to use certain functions within the Services that pertain to your profile or to view or edit certain Individual Content. You acknowledge that an Employer may delegate this authorization to any of its Managers.To the extent you are a person or an organization that has been authorized by an Individual to use the Services with respect to such Individual (as permitted by the Services), you are an “Employer”. As an Employer, you may use the Services to maintain a profile of information about yourself or to submit Content to the Services (collectively, “Employer Content”). From time to time as permitted by the Services, you may authorize your Managers to use certain functions within the Services that pertain to your profile or to view or edit certain Employer Content. You may authorize Managers to perform functions on your behalf through the Services.To the extent you are an individual authorized to use the Services on behalf of an Employer, you are a “Manager”. As a Manager, you may act on behalf of the applicable Employer to the extent authorized by such Employer through the Services.To the extent we permit you to visit our Site or use any Services without an account, you are an unregistered user.You may use the Services in more than one capacity. Whenever you use the Services, these Terms apply to you in the capacity in which you are using the Services at that time. For example, you may be an Individual that also acts as a Manager on behalf of your Employer. When you use the Services in your capacity as a Manager to provide feedback to another Individual, you are a Manager. When you use the Services as an Individual to update your profile or to authorize a new Employer to access certain of your Individual Content, you are an Individual.Individual Content and Employer Content are collectively referred to as “User Content”.Information Relating to Individuals.As an Individual, you may control the access that other Users have to your Individual Content to the extent permitted by the Services.As an Employer or Manager, to the extent you submit Employer Content to the Services relating to an Individual, you hereby acknowledge and agree that such Employer Content becomes the Individual Content of the subject Individual. This means that, for example, the subject Individual may choose to authorize another Employer to view that Content.As an Individual, you may choose to engage with Eager or with other Users in text, audio, or video communications through the Services or through third party services, in each case as may be available as part of the Services from time to time. To the extent you do so, you acknowledge and agree that these communications will be treated as Individual Data under these Terms, and you hereby consent to the recording, storage, and playback of any such communications.Acknowledgement for You to Receive Communications. You hereby agree:to receive emails and push notifications (if you use our App) from us regarding the Services or about your use of our Servicesto receive communications, including emails, text messages, push notifications, mail and telephone calls, that include User Content or are related to the Services.that any communications from us may also include marketing materials from us or from third parties.that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements.You may opt out from receiving our newsletter by selecting to unsubscribe as may be provided in the applicable correspondence.Scope of Services.We may alter, suspend, discontinue or subcontract our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer with Internet access that can access our Site or a compatible mobile device enabled with our application.When using our Services your telecommunications carrier’s normal rates and charges apply. We are not responsible for any charges you incur from your telecommunications carrier as a result of your use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of your agreement with your telecommunications carrier.License to Use; Privacy Policy.Subject to these Terms and any other agreement between you and us, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our Services solely in the manner enabled by us. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to any such upgrades or improvements. The foregoing license grant is not a sale of any aspect of our Services or a sale of a copy of any aspect of our Services, and we and our partners and suppliers retain all right, title and interest in our Services. We reserve all rights not expressly granted under these Terms.Our Privacy Policy (the “Privacy Policy”) https://eagerlabs.com/privacy, describes our collection, use and disclosure of data and information in connection with our Services. We may update our Privacy Policy from time to time, in accordance with its terms. Our Privacy Policy is incorporated into these Terms, and you agree to the collection, use and disclosure practices in our Privacy Policy.Login Credentials; Social Services.In order to use some of our Services, you may be required to register by providing certain information, including personally identifiable information. By accepting these Terms, you agree and acknowledge that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you. You hereby represent and warrant that (i) any personal information, information relating to your employment or other information, as submitted to Eager or the Services, is true, correct and complete and (ii) you have the right to provide any and all of such information for the purposes of these Terms. You further agree and acknowledge that your submission of any personally identifiable information to Eager or your authorization of any other User to access or edit such information is voluntary and entirely at your own risk. You hereby grant to Eager a perpetual, irrevocable, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use your information for any purpose, subject in all respects to Eager’s Privacy Policy. Please refer to our Privacy Policy for additional information on our practices for handling personally identifiable information.We may ask you to complete a registration form and create a user name and password (“Login Credentials”). During any such registration, you shall give truthful information (such as name and email address). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. You are responsible for keeping your registration information up to date through your account dashboard page, to the extent such feature is made available on Eager.Eager may enable you to connect to our Services with your Facebook account, Twitter account, Google + account, LinkedIn account or other third party social networking site account (“Social Networks”). By connecting to our Services through a Social Network, you authorize us and such Social Network to share certain information about you with each other. We may receive and store information about you including but not limited to your user ID associated with such Social Network, other information that you have permitted such Social Network to share with us and any information you have made public in connection with such Social Network. Your use of any Social Network is subject to its terms of service and privacy policy. You should always review, and if necessary, adjust your privacy settings on third party websites and services, including but not limited to Social Networks, before linking or connecting them to our Services.Payments.Payment.We may charge a fee for some or all of our Services (or to specific functions within our Services) from time to time. Subscription terms and applicable fees may be set forth at the time you register for the Services or for any premium access functions we may make available from time to time. To the extent you sign up for any such subscription or fee, you hereby agree to pay them pursuant to the terms set forth in the Services. All payments must be made in United States Dollars.Billing and Payment Policy.All information that you provide to us, including your credit card information or payment account information, is subject to our Privacy Policy. We may use a third party payment service to bill you through an online account for your subscription payment or purchase of Services. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service; you agree that we will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to these Terms. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.Refunds.Except as may be set forth on our Site from time to time, we have no obligation to provide refunds or credits.User Content.Eager does not claim any ownership rights in User Content. You represent and warrant to us that you own the User Content posted by you or that you otherwise have sufficient right, title and interest in and to such User Content to grant us the licenses and rights set forth below without violating, infringing or misappropriating the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree to pay all royalties, fees and any other monies owed to any person by reason of any User Content posted by you.After posting User Content to our Services you continue to retain such responsibility for and rights in such User Content as you held prior to posting such User Content on our Services. With respect to all of your User Content, you hereby grant to us a non-exclusive, perpetual, royalty-free, transferable, sublicensable, worldwide, irrevocable license to use, display, reproduce, adapt, modify, re-arrange and distribute your User Content for any purpose relating to the Services through any manner, mode of delivery or media now known or developed in the future. You retain sole authorship responsibility for any User Content you post to our Services regardless of whether we modify your User Content.You represent and warrant that you will neither post nor solicit any User Content that is personal financial information, personal health information or protected health information (as defined under applicable law).You represent and warrant that you are not a “covered entity” for purposes of the Health Insurance Portability and Accountability Act or any state equivalent.Spam.You may not use the Services for sending unsolicited communication (also known as “spam”).You are responsible for ensuring that your use of the Services does not generate spam or other complaints. We may terminate your access to or use of the Services if you generate such complaints, as determined by us in our sole discretion.You agree that you are the sole or designated “sender” (as defined in the CAN-SPAM Act of 2003 and any rules or regulations adopted thereunder (the “CAN-SPAM Act”)), to the extent applicable to your communications, or, as applicable, the sending party as such sending party is defined in the relevant law in the relevant jurisdiction, of any communication you send using the Services.Any communication you send using the Services shall (i) accurately and in a non-deceptive manner identify you, (ii) not contain any deceptive or misleading content regarding the communication’s subject matter, and (iii) include your valid physical address. You shall ensure that each communication you send complies with the CAN-SPAM Act, if applicable.You will not use the Services to send any communication for advertising or promotional purposes (a “commercial electronic mail message” as defined in the CAN-SPAM Act or as such communication would be defined under any other applicable law) to anyone who has opted out or otherwise objected to receiving such communications. You acknowledge and agree that the Services are not intended for commercial communications.You shall only use the Services for lawful purposes in compliance with these Terms and all other applicable national, state, local and international laws in your jurisdiction, including the CAN-SPAM Act, other similar laws in non-US jurisdictions, to the extent applicable; any laws or regulations related to unsolicited communications, spam, privacy, obscenity, defamation, copyright and trademark infringement and child protective email address registry laws; and any laws applicable to the content of your communications or otherwise to your use of the Services.If you are subject to a particular law or regulation and you use our Services, then we will not be liable if our Services do not meet the applicable requirements under such law or regulation.Prohibited Conduct.We reserve the right, without prior notice and in our sole discretion, to decide whether your use of our Services violates these Terms for any of the above or below reasons or for any other reason, and if we do so, we may terminate your access to our Services and delete your User Content (or choose not to deliver your User Content).You shall not, and shall not authorize or facilitate any attempt by another person to use our Services to:Damage, disable, overburden, impair or interfere with any other party’s use of our Services;Obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services;Use false or misleading information in connection with your user account or impersonate any other person living or dead, (you acknowledge that we reserve the right to disable any account with a profile that we reasonably believe is false or misleading, including a profile that impersonates a third party);Upload or send any User Content that is unlawful, harmful, threatening, abusive, harassing, hateful, disparaging, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by Eager in its sole discretion;Upload or send User Content that depicts or advocates the use of illegal drugs, that characterizes violence as acceptable, glamorous or desirable, or that encourages conduct that would constitute a criminal or civil offense;Upload or send User Content that infringes another’s copyright, trademark or trade secret;Upload or send unsolicited advertising or unlawfully promote products or services;Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity;Promote, solicit, or participate in any multi-level marketing or pyramid schemes;Exploit children under 18 years of age;Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);Solicit personal information from children under 13 years of age;Create a false identity;Engage in fraudulent activities, including but not limited to “phishing”;Circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any User Content or Eager Content;Introduce viruses, worms, Trojan horses and/or harmful code to our Services; orUse any robot, spider, site search/retrieval application or other automated device, process, or means to access, retrieve, scrape or index any portion of our Services or any Content.We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.Intellectual Property Rights.You agree and acknowledge that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance or make derivative works of our Services or any Content available through the foregoing; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive, source code from our Services. You shall not sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms.Unless otherwise noted, all Eager Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.Assumption of Risk.Except to the extent, if any, that Eager serves as a communications platform, Eager does not take part in the interactions among Users. Eager cannot confirm that any User is who he, she or it claims to be. Eager does not assume any responsibility for the accuracy or reliability of this information or any information exchanged among Users through the Services. Eager is not responsible for the conduct of any User. In no event shall Eager, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you, any User or anyone else in connection with the use of the Services including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Users or other persons you meet through the Services. You agree to take all necessary precautions in all interactions with Users and any other persons you may meet or interact with through the Services.Indemnification.By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your User Content, (ii) your use of our Services, or (iii) any user or other third party’s use of any User Content that you post to our Services. At our option, you agree to defend us from any such Claims.Copyright Infringement; DMCA Policy.If you believe that any Content on our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Site or location in our App or other pertinent information that will help us to locate the material; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Copyright Agent, support@eagerlabs.com. In an effort to protect the rights of copyright owners, we reserve the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer.Third Party Sites.Our Services may contain links to third party sites, which are independent of us and not under our control. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site.Disclaimer.Under no circumstances will we be liable for any loss or damage caused by or related to any Eager Content or User Content, your reliance on information from our Services, information provided by another user or by your use of our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services.OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE OUR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.Limitation of Liability.(a) Disclaimer. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, THIRD PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.(b) Limitation. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (i) $100.00 OR (ii) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, WITH RESPECT TO THE THEN-PRIOR TWELVE (12) MONTH PERIOD.(c) Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.Release from Liability.You release, to the fullest extent permitted by law, Eager, its directors, officers, members, employees, representatives, consultants, agents, suppliers and/or distributors from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with (i) disputes between or among Users; (ii) third party sites and services, including without limitation content found on such sites and services; and (iii) claims relating to the unauthorized access to any data communications or User Content stored under or relating to your account, including unauthorized use or alteration of such communications or your User Content.You hereby waive applicability of California Civil Code §1542, and any similar statute or principle of common law. California Civil Code §1542 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.”California Users.If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.Non-US Users.We make no representation that information on our Services is appropriate or available for use outside the United States. Those who choose to access our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having any User Content you provide, your Login Credentials and any personal information that you provide as part of the account creation process transferred to and processed in the United States subject to the restrictions on such data as provided in our Privacy Policy posted through our Site from time to time.Modifying and Terminating Service.We may terminate your access to our Services, in our sole discretion, for any reason and at any time, upon electronic notice to you at your registered email address or Social Networking service. You agree that we are not liable to you or any third party for any termination of your access to our Services. We may change and update our Services from time to time. We may add or remove features including without limitation making free services into paid services and vice versa. We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice. You may terminate these Terms at any time by ceasing to use our Services.Accrued obligations and all provisions of these Terms that by their nature should survive will survive any termination of these Terms.Unsolicited Ideas and Feedback.We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.Notice.We may provide you notice to the email address you provide to Eager during the registration process. Notice shall be deemed given 24 hours after email is sent. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process and you may give us notice to the address set forth on our Site as our address. In such case, notice shall be deemed given three days after the date of mailing.Governing Law; Dispute Resolution.These Terms, and any dispute between you and us, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 24 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate (as defined below) or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state court located in Suffolk County, Massachusetts or a federal court located in Boston, Massachusetts, except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.Agreement to Arbitrate; Waiver of Class Action.Except for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (i)-(iii) set forth in Section 23, you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services and/or our Privacy Policy shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and we hereby expressly waive trial by jury. You and we shall appoint one arbitrator mutually agreed upon by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor us will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.You may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days after the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Eager account to which the opt out applies and a clear statement that you want to opt out of this agreement to arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of the Agreement To Arbitrate. You must use this address to opt out:Eager Labs, Inc.Address:
Sean Lindsay, Eager Labs
31 St. James Ave, 6th Floor
c/o WeWork
Boston, MA 02116Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.This agreement to arbitrate will survive the termination of your relationship with us.Miscellaneous.You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our written consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Site. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of Eager to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.Minors.Our Services are available only to, and may only be used by, individuals who are 18 years and older and who can form legally binding contracts under applicable law. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at support@eagerlabs.com regarding such unauthorized account.For Additional Information.If you have any questions about these Terms, please contact us atAddress:
Sean Lindsay, Eager Labs
31 St. James Ave, 6th Floor
c/o WeWork
Boston, MA 02116or via support@eagerlabs.com.
