How Our Services Work. Seshie provides a platform that facilitates connections between companies and/or organizations (“Customers”) seeking certain pre-approved talent (“Talent”) for a live, interactive and virtual workshop designed for teams to learn about new topics as well as interact with one another. (collectively, the “Talent Services”). Customers can book Talent Services through the Seshie Properties (each, a “Session”). Seshie also offers both free and premier subscription servicesto Customers (each, a “Subscription”).
PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF CUSTOMERS AND TALENT FOR THE PURPOSES OF ARRANGING SESSIONS THROUGH THE WEBSITE, BUT YOU AGREE THAT SESHIE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TALENT SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. ANY TALENT SERVICES ARE PROVIDED BY TALENT AND NOT BY SESHIE, AND CUSTOMERS ACCEPT TALENT SERVICES AT A CUSTOMER’S OWN RISK.
TALENT ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF SESHIE. SESHIE DOES NOT PERFORM THE TALENT SERVICES AND DOES NOT EMPLOY OR ENGAGE TALENT TO PERFORM SUCH OBLIGATIONS. USERS HEREBY ACKNOWLEDGE THAT SESHIE DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR TALENT SERVICES BUT MAY MONITOR AND FACILITATE TALENT SERVICES MADE THROUGH THE SESHIE PROPERTIES.
Use of the Services and Seshie Properties. The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined below) (collectively, the “Seshie Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Seshie grants you a limited license to reproduce portions of the Seshie Properties for the sole purpose of using the Services for your personal and/or professional purposes. Unless otherwise specified by Seshie in a separate license, your right to use any Seshie Properties is subject to the Terms.
Updates. You understand that the Seshie Properties are evolving. You acknowledge and agree that Seshie may update the Seshie Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the Seshie Properties.
- Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Seshie Properties or any portion of the Seshie Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Seshie Properties (including images, text, page layout or form) of Seshie; (c) you shall not use any metatags or other “hidden text” using Seshie’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Seshie Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Seshie Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Seshie Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not
remove or destroy any copyright notices or other proprietary markings contained on or in the Seshie Properties. Any future release, update or other addition to the Seshie Properties shall be subject to the Terms. Seshie, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Seshie Properties terminates the licenses granted by Seshie pursuant to the Terms.
- Third-Party Materials. As a part of the Seshie Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Seshie to monitor such materials and that you access these materials at your own risk.
- Recording of Session or Seshie Properties. You may not record any portion of a Session or Seshie Properties without the express written consent of the Talent providing the Session. Talent is a third-party beneficiary of this Agreement between you and Seshie, and Talent may sue you for recording a Session or Seshie Properties in violation of this subpar
Registering Your Account. In order to access certain features of the Seshie Properties, including to activate a Subscription, you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered a user account on the Website (each, an “Account”).
a.Registration Data. When registering an Account for the, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account (and if you are a parent or guardian supervising a minor user, you are responsible for all activities that occur under such minor user’s Account). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
Seshie reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Seshie Properties if you have been previously banned from the Seshie Properties.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Seshie Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Seshie Properties.
Payments Terms for Customer.
a. General.As a Customer, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Seshie with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”) in order to purchase any of the options offered on the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Seshie with your credit card number or PayPal account and associated payment information, you agree that Seshie is authorized to immediately invoice your account for all fees and charges due and payable to Seshie hereunder and that no additional notice or consent is required. You agree to immediately notify Seshie of any change in your billing address or the credit card or PayPal account used for payment hereunder. Seshie reserves the right at any time to change its prices and billing methods, either immediately upon posting on Seshie Properties or by e-mail delivery to you.
b.Subscription Automatic Renewal. You will be responsible for payment of the applicable subscription fee for a Subscription that Seshie deems “premier” (the “Subscription Fee”). Your Subscription will continue indefinitely until terminated in accordance with the Terms. After your initial monthly Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the Talent’s then-current price for such Subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel Subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice fromSeshie that your Subscription will be automatically renewed, you will have thirty days from the date of Seshie notice). If you do not wish your account to renew automatically, or if you want to change or terminate your Subscription, you can manage your Subscription by contacting email@example.com. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. By subscribing, you authorize Seshie to charge your Payment Provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Seshie does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Seshie may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
c. Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following e-mail address: firstname.lastname@example.org.
d. Cancellation. You may cancel a Session at any time, without penalty, up until forty-eight (48) hours prior to such Session. If you, as a Customer, cancel outside of the forty-eight (48) hour window, or Talent cancels at any time, you will receive all amounts prepaid for the Session; however, if you, as a Customer, cancel within the forty-eight (48) hour window, you will receive fifty percent (50%) of the amounts prepaid for the Session. Seshie reserves the right to establish, remove and/or revise our cancellation policy or cancellation fees at any time in our discretion.
e. Refunds. In the event that a Customer is not satisfied with a Session, Customer will not mark the Session as “complete,” and Seshie will conduct an investigation. Seshie reserves the right, in our sole discretion, to issue a refund to the Customer for the Session after it completes such an investigation.
g. Anti-Circumvention. Customers shall not engage Talent outside of the Platform, whether directly or indirectly, for the Talent Services. In the event Talent induces, suggests, or otherwise solicits any Customer’s request for Talent Services outside the Website, or a Customer attempts to engage the Talent for Talent Services outside of the Services, without limiting any available other remedies, Seshie shall have the right to immediately terminate the Customer Accounts, as applicable, without notice, with no liability and no further obligation to the Customer
Responsibility for Content.
a. Types of Content.You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Seshie Properties (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Seshie, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise share or make available (“Make Available”) through the Seshie Properties (“Your Content”), and that you and other Users of the Seshie Properties, and not Seshie, are similarly responsible for all Content theyMake Available through the Seshie Properties (“User Content”).
b. No Obligation to Pre-Screen Content. You acknowledge that Seshie has no obligation to pre-screen Content (including, but not limited to, User Content), although Seshie reserves the right in its sole discretion to prescreen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation messages that you send using the Services. In the event that Seshie prescreens, refuses or removes any Content, you acknowledge that Seshie will do so for Seshie’s benefit, not yours. Without limiting the foregoing, Seshie shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
c. Content and Use Guidelines. In connection with your access to and use of the Services, you will not, and will ensure that Your Content that you Make Available on the Services does not:
- violate any law, regulation, or court order;
- violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
- submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
- send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
- stalk, harass, threaten, or harm any third party;
- impersonate any third party;
- participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or o advocate, encourage, or assist any third party in doing any of the foregoing.
d.Storage. Unless expressly agreed to by Seshie in writing elsewhere, Seshie has no obligation to store any of Your Content that you Make Available on the Seshie Properties. Seshie has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security,privacy, storage, or transmission of other communications originating with or involving use of the Seshie Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Seshie retains the right to create reasonable limits on Seshie’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Seshie in its sole discretion.
e. Seshie Properties. Except with respect to Your Content and User Content, you agree that Seshie and its suppliers own all rights, title and interest in the Seshie Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Seshie Properties.
f. Trademarks.“Seshie” and other related graphics, logos, service marks and trade names used on or in connection with the Seshie Properties are the trademarks of Seshie and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Seshie Properties are the property of their respective owners.
g. Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Seshie Properties.
h. Your Content. Seshie does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Seshie Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
i. License to Your Content. Subject to any applicable account settings that you select, you grant Seshie a fully paid, royalty-free, perpetual,irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, adapt, publicly perform, and publicly display, Your Content (in whole or in part), in any medium or manner, now known or hereafter devised, for the purposes of operating and providing the Seshie Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Seshie Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights,
in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Seshie, are responsible for all of Your Content that you Make Available on or in the Seshie Properties.
j. Your Account.Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Seshie.
k. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter.
l. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Seshie through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Seshie has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Seshie a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Seshie Properties.
m. Reviews. The Services may make available the opportunity for Customers to review Talent. Such reviews are opinions of the individual Customers and are not the opinion of Seshie, and have not been verified by Seshie.
Seshie shall have the right, but not the obligation to monitor or review any reviews at any time. Seshie reserves the right to refuse to post or remove any material submitted or posted in any review. Notwithstanding the foregoing, you acknowledge that Seshie is under no obligation to edit or modify any information available in any reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a review. Seshie does not assume liability for reviews or for any claims for economic loss resulting from such ratings and reviews.
a. General. While using or accessing the Seshie Properties you agree that
you will not, under any circumstances:
- Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
- Interfere with or damage Seshie Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
- Fail to honor any transaction agreed to by you, unless the Talent fails to comply with the terms of such transaction;
- Post false, inaccurate, misleading, defamatory or libelous content.
- Take any action that may undermine our feedback or ratings systems.
- Bypass our robot exclusion headers, interfere with the working of the Seshie Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
- Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or
- Use the Seshie Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
b. Investigations. Seshie may, but is not obligated to, monitor or review the Seshie Properties and Content at any time. Without limiting the foregoing, Seshie shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Seshie does not generally monitor user activity occurring in connection with the Seshie Properties or Content, if Seshie becomes aware of any possible violations by you of any provision of the Terms, Seshie reserves the right to investigate such violations, and Seshie may, at its sole discretion, immediately terminate your license to use the Seshie Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Interactions with Other Users. You are solely responsible for your interactions with other Users of the Seshie Properties and any other parties with whom you interact through the Seshie Properties; provided, however, that Seshie reserves the right, but has no obligation, to intercede in such disputes. Customers agrees that Seshie will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT SESHIE MAY, BUT IS NOT OBLIGATED TO CONDUCT CRIMINAL BACKGROUND CHECKS OR EVALUATE THE CREDENTIALS OF ANY CUSTOMER OR TALENT. SESHIE MAY, BUT IS NOT OBLIGATED TO, INQUIRE INTO THE BACKGROUNDS OF ITS CUSTOMERS OR TALENT OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS CUSTOMERS OR TALENT. SESHIE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF CUSTOMERS OR TALENT. SESHIE RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
a. Content Provided by Other Users. The Seshie Properties may contain User Content provided by other Users. Seshie is not responsible for and does not control User Content. Seshie has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
b. Third-Party Services & Ads. The Seshie Properties may contain links and/or integrate with third-party websites and/or services (“Third-Party Services”) and advertisements for third parties (“Third-Party Ads”) (collectively, “Third-Party Services & Ads”). When you click on a link to or otherwise access a Third-Party Service or a Third-Party Ad, we will not warn you that you have left the Seshie Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Seshie. Seshie is not responsible for any Third-Party Services & Ads. Seshie provides these Third-Party Services & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services & Ads, or their products or services. You use Third-Party Services & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
Indemnification. You agree to indemnify and hold Seshie, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Seshie Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Seshie Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. Seshie reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in
which event you will fully cooperate with Seshie in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the Seshie Properties.
Disclaimer of Warranties.
a. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SESHIE PROPERTIES IS AT YOUR SOLE RISK, AND THE SESHIE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SESHIE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. SESHIE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SESHIE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SESHIE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SESHIE PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SESHIE PROPERTIES WILL BE CORRECTED.
c. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SESHIE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SESHIE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
d. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SESHIE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES,INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS,REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SESHIE OR THROUGH THE SESHIE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
f. FROM TIME TO TIME, SESHIE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS 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 SESHIE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
g. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SESHIE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SESHIE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
h. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SESHIE PROPERTIES. YOU UNDERSTAND THAT SESHIE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SESHIE PROPERTIES. SESHIE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SESHIE PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SESHIE PROPERTIES.
i. SESHIE MAKES NO WARRANTY THAT ANY TALENT SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SUBSCRIPTIONS WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SESHIE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SESHIE PROPERTIES.
j. WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF TRANSACTIONS, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF END USERS TO INITIATE TRANSACTIONS, THE ABILITY OF TALENT TO ACCEPT TRANSACTIONS, OR THAT TALENT WILL ACTUALLY HONOR A DEAL
Limitation of Liability.
a. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SESHIE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SESHIE PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT SESHIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SESHIE
PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SESHIE PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; 3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SESHIE PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON SESHIE PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE SESHIE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
b. Cap on Liability. UNDER NO CIRCUMSTANCES WILL SESHIE PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY SESHIE AS A RESULT OF YOUR USE OF THE SESHIE PROPERTIES IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID SESHIE ANY AMOUNTS IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, SESHIE’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
c. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
d. User Content. SESHIE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
e. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SESHIE AND YOU.
Procedure for Making Claims of Copyright Infringement. It is Seshie’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Seshie by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Seshie Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Seshie Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.Contact information for Seshie’s DMCA Agent for notice of claims of copyright
infringement is as follows:
Attention: Copyright Agent
1059 Montgomery Avenue
Narberth, PA 19072
Termination or Suspension of Services by Seshie. Seshie may terminate or suspend your right to use the Seshie Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, Seshie may terminate or suspend your right to use the Seshie Properties if you breach any provision of the Terms or any policy of Seshie posted through the Seshie Properties from time to time; if Seshie otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Seshie believes you are creating problems or possible legal liabilities; if Seshie believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Seshie believes you are infringing the rights of third parties; if Seshie believes you are acting inconsistently with the spirit of these Terms; or if despite our reasonable endeavors, Seshie is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, Seshie reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
a. Termination of Services by You. If you want to terminate the Services provided by Seshie, you may do so by closing your Account for all of the Services that you use. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN THIS AGREEMENT.
b. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service; provided, however, with respect to Customers, you will have the right to continue your Subscription(s) until the end of the then-current Subscription term(s).
Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Notwithstanding the foregoing, please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. We may also retain your information for fraud or similar purposes. Seshie will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
c. Violations. If Seshie becomes aware of any possible violations by you of the Terms, Seshie reserves the right to investigate such violations. If, as a result of the investigation, Seshie believes that criminal activity has occurred, Seshie reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Seshie is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Seshie Properties, including Your Content, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; (5) protect the rights, property or personal safety of Seshie, its Users or the public; or (6) in connection with all enforcement actions or investigations or other government officials, as Seshie in its sole discretion believes to be necessary or appropriate.
d. Breach. In the event that Seshie determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Seshie Properties, Seshie reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to Seshie) that you have violated the Terms;
- Delete any of Your Content provided by you or your agent(s) to the Seshie Properties;
- Discontinue your registration(s) with any of the Seshie Properties, including the Services;
- Notify and/or send Content to, and/or fully cooperate with, the proper law enforcement authorities for further action; and/or
- Pursue any other action which Seshie deems to be appropriate.
e. No Subsequent Registration. If your registration(s) with or ability to access the Seshie Properties is discontinued by Seshie due to your violation of any portion of the Terms or for any other inappropriate conduct, as determined by Seshie in its sole discretion, then you agree that you shall not attempt to re-register with or access the Seshie Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Seshie reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- International Users. This Website can be accessed from countries around the world and may contain references to Seshie Properties and Content that are not available in your country. These references do not imply that Seshie intends to announce such Seshie Properties or Content in your country. The Seshie Properties are controlled and offered by Seshie from its facilities in the United States of America. Seshie makes no representations that the Seshie Properties are appropriate or available for use in other locations. Those who access or use the Seshie Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Arbitration Agreement. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Seshie and limits the manner in which you can seek relief from us.
a. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Seshie, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Seshie may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Seshie will pay them for you. In addition, Seshie will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes,claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
c. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
d. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Seshie. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
e. Waiver of Jury Trial. YOU AND SESHIE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Seshie are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
f. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN IND IVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware. All other disputes, claims, or requests for relief shall be arbitrated.
g. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Seshie username (if any), the email address you used to set up your Seshie account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
h. Severability. Except as provided in Section 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
i. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Seshie.j. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Seshie makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Seshie at the following address: Seshie Inc., 1059 Montgomery Avenue, Narberth, PA 19072.
a. Electronic Communications. The communications between you and Seshie use electronic means, whether you visit the Seshie Properties or send Seshie e-mails, or whether Seshie posts notices on the Seshie Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Seshie in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Seshie provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
b. Release. You hereby release Seshie Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Seshie Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites or services of any kind arising in connection with or as a result of the Terms or your use of the Seshie Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.
c. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Seshie’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
d. Force Majeure. Seshie shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
e. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Seshie Properties, please contact us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
f. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
g. Notice. Where Seshie requires that you provide an e-mail address, you are responsible for providing Seshie with your most current e-mail address. In the event that the last e-mail address you provided to Seshie is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Seshie’s dispatch of the e-mail containing such noticewill nonetheless constitute effective notice. You may give notice to Seshie at the following address: Seshie Inc., 1059 Montgomery Avenue, Narberth, PA 19072. Such notice shall be deemed given when received by Seshie by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
h. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
i. Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
j.xport Co Entrol. You may not use, export, import, or transfer the Seshie Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Seshie Properties, and any other applicable laws. In particular, but without limitation, the Seshie Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Seshie Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Seshie Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Seshie are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Seshie products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
k. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
l. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect
to such subject matter.