Live Prosperous

Live Prosperous Terms of Service

Effective Date: July 30th, 2024

You can contact us anytime via [email protected] with questions about these Terms of Service or other policies.

Please be sure you read these Terms of Service (“Terms”) and all other policies to make sure you understand all information that may be important to you. Disputes about these Terms and the websites, apps, and other services (the “Services”) provided by Live Prosperous are subject to binding arbitration and a waiver of class-action rights detailed in Section 14 below.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES EXCLUDED IN THE ARBITRATION CLAUSE, YOU AND LIVE PROSPEROUS AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF OUR SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Introduction

Thank you for choosing Live Prosperous (“LP,” “us,” “we,” or “our”)! At LP, we are dedicated to empowering your personal growth journey. Our comprehensive range of services, encompassing coaching, digital tools, and a supportive community, is designed to enhance your experience. Through our websites, apps, livecasts, social media platforms, member areas, and community sites, we offer valuable content and tools. Our Services provide you with the resources you need for meaningful personal development. Your growth is our mission, and we are committed to delivering exceptional Services to support your journey.

These Terms contain the terms and conditions under which LP provides our Services to you and describes how the Services may be accessed and used. When you use our Services, you are bound by and agree to these Terms. If you will be using our Services on behalf of an organization, you agree to and are bound by these Terms on behalf of that organization, and you represent that you have such authority. “You” and “your” in these Terms will also refer to the organization when you use the Services on behalf of an organization.

When you subscribe to our Services, or otherwise use or access the Services, you agree to be bound by these Terms and applicable laws, rules, and regulations. You may be asked to click “I accept” at the appropriate place prior to your purchase of or access to our Services. At such time, if you do not click “I accept,” you may not be able to complete your purchase or access our Services. If you cannot agree to these Terms, please do not use our Services in any way.

LP is not an accredited educational institution, marketplace, or SaaS company. Our users, customers, teachers, and partners (collectively, “End Users”) are not our employees. We solely provide the means for you to interact with End Users, and we are not responsible for any interactions between you and our End Users. We are in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of your relationship with any End User, including any reliance on End User information or Content or an End User’s reliance on any information or Content that you provide.

1. Fees and Payments
   1. Fees for our Services. You agree to pay LP any fees for each of the Services you purchase or use in accordance with the pricing and payment terms presented to you for those Services. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct, and you will promptly notify LP of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms, described upon checkout, or when otherwise required by law. LP’s support agents are not trained in psychological, therapeutic, or technical support, and LP accepts no responsibility to provide such support.

 

1. Subscriptions. Some of our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what Subscription plan you select when purchasing a Subscription. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing cycle. Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account by (a) contacting us at [email protected] to cancel, or (b) through the Subscription cancellation options that may be available through your device or account. When you cancel your Subscription, you will continue to have access to our Services until the end of the current billing cycle.

 

If you initially sign up for a plan that includes a free or discounted trial period, and you do not cancel your chosen plan before the stated trial period expires, you will be automatically billed for the full price of the plan starting on the day the trial period ends. If you cancel prior to the end of your trial period, you will not be charged.

 

Any change (including any upgrade, downgrade, or other modification) to any plan by you during a trial period will end the trial immediately. You will be billed immediately upon the change to your plan. For any plan changes after a trial period has ended, you will be charged the new rate on your next billing cycle. If you upgrade to a more expensive plan, you will be billed immediately upon upgrade for the prorated difference between your current plan and the upgraded plan fees. If a plan downgrade results in a credit to your account, the credit will be used toward your next billing cycle(s). The credit will not be refunded. Downgrading your account plan may cause the loss of Content, features, functionality, or capacity of your account.

 

You are responsible for keeping your payment details up to date, which can typically be done in your account settings. You authorize us to continue to charge your credit card until you cancel your Subscription, including by using update payment card details your card issuer may provide. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your Subscription and access to our Services until payment can be made.

 

1. Taxes. Our prices listed do not include any taxes or similar governmental assessments, such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying all Taxes associated with your purchase.

 

If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount, unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority. If for any reason you are billed without sales tax on the platform you sign up on, or by a technical glitch, software update, or new pricing, you will automatically be charged the appropriate sales tax in the next billing cycle without notice.

 

If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.

 

If you are required by law to withhold any Taxes from your payments to LP, you must provide LP with an official tax receipt or other appropriate documentation to support such payments.

 

1. Price Changes. LP may change the fees charged to you for the Services at any time, provided that, for Services billed on a Subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. LP will provide you with advance notice of any change in fees and you will have the opportunity to cancel your Subscription as stated in Section 1.2.

 

1. Your Content

 

1. You Retain Ownership of and Responsibility for Your Content. You retain ownership of all of your intellectual property rights in your Content. “Content” means software, data, text, audio, video, images, and all other types of materials that may be made available through the Services whether provided by you, by us, or by another End User or third party. LP does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services to you, and as otherwise described in the Terms.

 

You represent and warrant to us that: (a) you own or have the necessary licenses, rights, consents, or permissions to use or publish the Content that you include, submit, or use through our Services; and (b) none of your Content or End Users’ use of your Content will violate any applicable laws, these Terms, or the rights, including the privacy rights, of other persons. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, LP will not be liable for any failure to store, or for the loss or corruption of, your Content.

 

1. Limited License to Your Content. While we do not claim intellectual property rights over your Content, by uploading the Content using our Services, you grant LP, for the limited purposes of providing the Services to you and other End Users and for use on our Services, including to promote them, a worldwide, royalty free license to use, display, make publicly available, and otherwise feature, sell, or exploit your Content. This limited license continues even after you stop using our Services, unless you remove or request that we remove the Content. This license also extends to any vendor we work with to provide the Services. Any feedback or suggestions you share with us regarding our Services, including through other services, such as social media, we may use and share for any purpose without any compensation or obligation to you.

 

1. LP’s Right to Use Your Name. LP shall have a non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your business to promote our Services. Any goodwill arising from the use of your name and logo will inure to your benefit.

 

1. Copyright and Claims for Intellectual Property Infringement. LP respects the intellectual property rights of others, and we expect our End Users to do the same. If you believe any End User is infringing your intellectual property rights, you may report it to us by contacting us at [email protected].

 

You may not use any Content on our Services without written permission. Unless otherwise noted, you may access and use any Content from the Services solely for your personal use. You may not sell, change, modify, delete, display, transmit, adapt, exploit, train from, or copy for distribution any Content or protected intellectual property available in our Services.

 

1. Non-Exclusivity. We reserve the right to provide our Services to anyone in the world, including to your competitors, and make no promise of exclusivity in any market.

 

1. Confidentiality and Security

 

1. Confidentiality. Unless posted in a publicly available area of the Services or any area of the Services intended to be shared with others, LP treats Content as confidential information. Your Content is also not confidential information if such Content (a) was lawfully known to LP before receiving it from you; (b) is received by LP from another party without our knowledge or breach of any obligation owed to you; or (c) was independently developed by LP without reference to your Content. LP may disclose any Content when required by law or legal process. If permitted by law, we will use commercially reasonable efforts to notify you of any such disclosure in advance.

 

1. Security. LP will store and process your Content in a manner consistent with common industry security standards. We try to implement appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content. However, no security measures are guaranteed, and LP does not take any responsibility for any misuse, loss, or other issues with your Content on the Services or associated with any other use of the Services.

 

1. Our Intellectual Property Rights

 

1. Services License. Neither these Terms nor your use of the Services grants you ownership in the Services or any Content you access through the Services (other than your Content). The Terms also do not grant you any right to use LP’s trademarks or other brand elements. We or our licensors own all rights, title, and interest in and to the Services, and all related technology and intellectual property rights. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with these Terms. Except as provided in this Section 4.1, you obtain no rights from us, our affiliates, or our licensors to the Services, including any related intellectual property rights. If you are accessing our Services through an app, subject to your compliance with the Terms, LP grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the app on a mobile device or computer that you own or control for your own personal or internal business purposes.

 

1. License Restrictions. You may not use the Services in any manner or for any purpose other than as expressly permitted by the Terms. You will not, and will not attempt to, (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works from any Services or any of our proprietary processes or materials; (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software, website, or app included in the Services; (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits; (d) resell or sublicense the Services; or (e) use any manual or automated software, devices, or other processes (such as spiders, robots, scrapers, crawlers, or data mining tools) to “scrape” or download data from any of our Services.

 

1. User-Generated Content

 

1. User-Generated Content. The Services may display Content provided by others that LP does not own. Such Content is the sole responsibility of the user or entity that makes it available. Do not use any Content available on our Services outside our Services without first obtaining written permission of its owner.

 

1. Content Review. We have the right, but not the obligation, to monitor or investigate any Content and your use of the Services at any time. LP does not necessarily monitor or review Content submitted to or made available by others on the Services nor do we pre-screen any Content. LP may, at LP’s sole discretion, review Content on the Services for legality or appropriateness or to determine if the Content violates these Terms, including when unlawful or inappropriate Content is reported to us. We have sole discretion to modify, prevent or limit access to, delete, remove, or refuse to display Content for any reason.

 

1. Third-Party Resources. LP may publish links, redirect users, or provide information in its Services to internet websites, apps, or other online and offline services maintained or provided by other parties. We do not monitor or have any control over, and we make no claim or representation regarding, any such third-party offerings. We accept no responsibility for any third-party offerings available through our Services. Your use of any third-party offerings is at your own risk.

 

1. Account Management

 

1. Keep Your Password Secure. If you create an account in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access your account. Accounts may not be shared and may only be used by one individual or organization per account as purchased. You are responsible for all activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to or activity on your account, you should notify LP immediately at [email protected].

 

1. Keep Your Details Accurate. LP occasionally sends updates, notices, or other transactional communications to the email address registered with your account. You must keep your email address, your contact details, and any payment details associated with your account current and accurate.

 

1. Inactive Accounts. LP may terminate inactive accounts and delete any Content associated with the inactive account if there is no account activity for a period of at least one (1) year.

 

1. User Requirements

 

1. Minors. You represent and warrant that you are at least 16 years old. You will not use the Services to target minors under the age of 16 or otherwise solicit any interaction with them via the Services.

 

1. Embargoes. You represent and warrant that you are not and are not associated with or transacting with or for or providing access to our Services to any prohibited person in violation of the U.S. Patriot Act or any OFAC rule or regulation, and you are not prohibited by any sanctions program as maintained by OFAC from using LP’s Services.

 

1. Compliance with Laws. You must always use the Services in compliance with, and only as permitted by, applicable laws. In particular, you may not use the Services to collect, store, or process any protected health information subject to HIPAA, any applicable health privacy regulation, or any other applicable law governing the processing, use, or disclosure of health or health-related information. Any information provided by LP via the Services is provided for informational purposes only and without any warranty, express or implied, including as to the information’s legal effect, accuracy, or completeness. LP will not provide you with therapeutic, financial, or legal advice.

 

1. Acceptable Uses

You are responsible for your conduct, your Content, and your communications with End Users while using the Services. You must comply with the following requirements when using the Services. If we become aware of any conduct, Content, or communications that falls outside the bounds of what is acceptable use, we will take appropriate action, including removing it and reporting it, as well as suspending or terminating your account.

1. Unless authorized by LP in writing, you may not probe, scan, or test the vulnerability or security of the Services or any LP system or network.

 

1. You may not use the Services to commit an unlawful activity; use the Services for activities where use or failure of the Services could lead to physical damage, death, mental harm, or personal injury.

 

1. You may not purchase, use, or access the Services for the purpose of building any service that is competitive to LP or for any other competitive purposes.

 

1. You may not misuse our Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide.

 

1. You may not circumvent or attempt to circumvent any limitations that LP imposes on your account (such as by opening up a new account to create or distribute Content that we have closed for a violation of these Terms or our policies).

 

1. You may not store or transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

 

1. You may not use the Services to infringe the intellectual property rights of others.

 

1. Unless authorized by LP in writing, you may not resell or lease the Services.

 

1. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You may not use the Services in a way that would subject LP to those industry-specific regulations without obtaining LP’s prior written agreement.

 

1. You may not post or upload any Content that contains personal information, such as national ID numbers, account passwords, financial data, or health information, unless you have consent from the person to whom the personal information belongs or another person authorized to provide such consent.

 

1. You may not register accounts by “bots” or other automated methods.

 

1. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users.

 

1. We will suspend any use of the Services that come to our attention that (a) attempts to collect government-issued ID numbers, credit card numbers (other than solely for collecting payment through an authorized payment processor as permitted by the Services), passwords, or other similar types of sensitive information; (b) publishes a person’s sensitive identifying information against their wishes; (c) records a person without their consent; (d) is intended to deceive or mislead any person, including by linking to websites with malicious software such as malware; or (d) knowingly and artificially boosts or inflates a website or webpage’s search engine ranking.

 

1. You may not impersonate others when using the Services or collecting information. If you create a LP account in someone else’s name and then try to sell that account to them, you are cybersquatting. Cybersquatting accounts are subject to immediate cancellation.

 

1. We remove Content and may report information related to that Content to law enforcement authorities if we become aware of, or believe that, a genuine risk of harm or threat to public safety or the safety of any person or animal exists.

 

1. Our Services may not be used to directly or indirectly threaten or attack others, or to organize or incite violence, harassment, or property damage. Our Services may not be used for hate speech, or to promote or fund such acts. Examples of hate speech include attacking or advocating for the abuse or exclusion of people based on their ethnicity, national origin, political or religious affiliations, gender, sexual orientation, genetic predisposition, disability, medical or physical condition, veteran status, or any other protected classes under law.

 

1. Our Services may not be used to promote or glorify self-harm.

 

1. LP is committed to inclusion. We are an equal opportunity organization and will not allow discrimination based upon race, color, religion, national origin or citizenship status, sex, gender identity or expression, pregnancy, sexual orientation, age, size, disability, military status, socioeconomic background, or any other status prohibited by law. If you use our Services, you must not discriminate on any of the above grounds. External evidence, such as negative publicity or social media, that reveals such discrimination, hate speech, or disrespectful or bullying behavior, as determined by us in our sole discretion, may be taken into consideration. We reserve the right to refuse our Services to anyone for any reason at any time.

 

1. You may not offer goods or services, or post or upload Content, that contravene or that facilitate or promote activities that contravene the laws of the jurisdiction in which you operate or do business.

 

1. You may not offer goods or services, or post or upload Content, that imply or promote support or funding of, or membership in, a terrorist organization.

 

1. You may not offer goods or services, or post or upload Content that exploit or abuse children, including images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.

 

1. You may not offer goods or services, or post or upload Content that is defamatory, obscene, indecent, offensive, abusive, or otherwise objectionable. You may not include pornographic or gratuitously graphic violent material.

We may, at any time and without notice, remove any Content and suspend or terminate your account or access to our Services if you engage in any activities that violate these Terms or our policies, including activities outside of your use of the Services. Our determination of whether a violation of any of these Terms has occurred will be final and binding and any action taken with respect to enforcing these Terms or any other policies, including taking no action at all, will be at our sole discretion.

1. Suspension and Termination of Services

 

1. By You. You can terminate your Subscription and delete your account at any time through your account management page if available, or you can do so by writing us at [email protected]. Such termination and deletion of your account will result in the deactivation or disablement of your account and access to it, and the deletion of Content you collected or provided through use of the Services.

 

1. By LP. LP may immediately limit, suspend, or terminate the Services and your account (a) if, in our sole discretion, you fail to comply with these Terms or our policies; (b) if, in our sole discretion, you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (c) we are investigating suspected misconduct by you. LP may take these actions without prior notice to you and has no obligation to retain your Content upon termination of the Services. LP may take additional measures to prevent your further use of the Services, including blocking your IP address.

1. App Stores

The availability of the app(s) associated with our Services is dependent on the third party from which you received the app, such as the Apple App Store or Google Play Store (“App Store”). You acknowledge that these Terms are between you and LP and not with any App Store. LP, not the App Store, is solely responsible for our Services, including any app we offer, the content of it, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (for example, Services liability, legal compliance, or intellectual property infringement). In order to use our app, you must have access to a wireless network or sufficient data to support the Services, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with LP, including for purchase of any app. You agree to comply with, and your license to use any app is conditioned upon your compliance with, all applicable third-party terms of agreement (for example, the App Store’s terms and policies) when using our Services, including any app we offer. You acknowledge that the App Stores (and their subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce them.

1. Changes and Updates

 

1. Changes to Terms. LP may change these Terms at any time for any reason or no reason. The most current version will always be posted on our website. If an amendment is material, as determined in LP’s sole discretion, we may notify you by email, by posting it to our website as a notice, or providing it to you upon your login to your account. Changes will be effective no sooner than the day they are publicly posted and will apply to all access to and use of the Services thereafter. If you do not want to agree to any changes made to the Terms, you must stop using the Services. Continued use of the Services will indicate your agreement to be bound by the then-current Terms.

 

1. Changes to the Services. We are continually changing and improving our Services. LP may add, alter, or remove functionality from Services at any time without prior notice. LP may also limit, suspend, or discontinue Services at our discretion. LP may remove Content from the Services it provides at any time in our sole discretion. LP may also change the dates, venues, accommodations, frequency, or event details of its live, in-person seminars or live shows at its discretion.

 

1. Disclaimers and Limitations of Liability

 

1. Disclaimers. While LP strives to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about our Services. We try to keep our Services up, but they may be unavailable from time to time for various reasons. We may no warranty of any kind with respect to the availability or functionality of our Services. From time to time, LP may offer new services, “beta” features, or tools with which our End Users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at our sole discretion.

 

OUR SERVICES AND ANY INFORMATION, GUIDANCE, TOOLS, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS,” AND LP DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING THE AVAILABILITY, RELIABILITY, OR ACCURACY OF OUR SERVICES.

 

Some Content may feature insights or recommendations. We do not believe in “get rich” programs – only in hard work, adding value, building a real and professional career, and serving others with excellence and constancy. Our programs take a lot of work and discipline just like any worthwhile endeavor or professional continuing education program. Please do not enroll in our programs if you believe in the “money for nothing/get rich quick” myth or ideology. We only want serious people dedicated to real personal and professional development, who want to add value and move humanity forward. We cannot and do not make any guarantees about your ability to get results or earn any money with our ideas, information, tools, or strategies. Our Services are for educational and informational purposes only. Nothing in our Services is a promise or guarantee of results or future earnings, and we do not offer any legal, medical, tax, or other professional advice. Any financial numbers referenced through any financial or business-related Content are illustrative of concepts only and should not be considered average earnings, exact earnings, or promises for actual or future performance. Making decisions based on any business information presented in our Services should be done with the knowledge that you could experience risk or losses just like any entrepreneurial endeavor. Use caution and always consult your accountant, lawyer, or professional adviser before acting on this or any information related to a lifestyle change or your business or finances. You alone are responsible and accountable for your decisions, actions, and results in life.

 

1. Exclusion of Certain Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LP, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF LP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF LP, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO LP FOR USE OF THE SERVICES AT ISSUE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

 

1. Consumer Rights. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. Nothing in these Terms is intended to limit any of those consumer rights.

 

1. Indemnification

 

1. General. You agree that you are solely and exclusively responsible for your Content and your interactions with LP and all End Users. To the fullest extent permitted by law, you will indemnify LP and its affiliates, officers, agents, licensors, teachers, providers, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim regarding or in connection with (a) your use of the Services; (b) breach of these Terms or violation of applicable law by you or your Content, websites, mobile applications, or business; or (c) a dispute between you and any third party, including any End User.

 

1. Intellectual Property. You will defend LP and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim alleging that any of your Content, websites, mobile applications, or business infringes or misappropriates that third party’s intellectual property rights. You will be responsible to pay the amount of any adverse final judgment or settlement.

 

1. Process. We will (a) endeavor to give you prompt written notice of a claim we receive; (b) permit you to control the defense and settlement of the claim; and (c) reasonably cooperate with you in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that requires a commitment by us without our written consent.

 

1. Resolving Disputes; Arbitration; Governing Law[BH1] 

 

1. Resolving Disputes. If you have a concern, we want to try to address it without needing a formal legal case. Before filing a claim against LP, you agree to try to resolve the dispute informally by contacting [email protected] with details about your concern. If a dispute is not resolved within forty-five (45) days of submission, you or LP may bring a formal proceeding.

 

1. Judicial Forum for Disputes. You and LP agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in San Juan Puerto Rico, subject to the mandatory arbitration provisions below. Both you and LP consent to venue and personal jurisdiction in such courts to the extent permitted by law.

 

1. Mandatory Arbitration Provisions. U.S. RESIDENTS AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

 

We Both Agree to Arbitrate. You and LP agree to resolve any claims relating to these Terms or the Services through binding arbitration by a single arbitrator, except as set forth under “Exceptions to Arbitration” below.

 

Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate within thirty (30) days of first registering your account by contacting us at [email protected].

 

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in San Juan, Puerto Rico; the United States county where you live or work; or any other location we agree to and may be held in person or virtually. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879.

 

Exceptions to Arbitration. Either you or LP may assert claims in small-claims court in San Juan Puerto Rico or in any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or Content or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the extent permitted by law to the exclusive jurisdiction of San Juan Puerto Rico to resolve your claim.

 

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific paragraph is held unenforceable, then the entirety of this Section 14.3 will be deemed void.

 

1. Governing Law. These Terms will be governed by United States or Puerto Rico law. However, some countries have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph does not override those laws.

 

1. Miscellaneous Terms

 

1. Assignment. You may not assign these Terms or your rights to use our Services without LP’s prior written consent, which may be withheld in our sole discretion.

 

1. Interpretation. The use of the terms “includes,” “including,” “such as,” and similar terms, will be deemed not to limit what else might be included.

 

1. No Waiver. LP’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

 

1. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of the Terms will remain in full effect.

 

1. Third-Party Beneficiaries. Unless otherwise stated herein, there are no third-party beneficiaries to these Terms.