Last revised on: August 19, 2013
Singularity Education Group (“Singularity“, “us“, and “we“) operates the Singularity University website at singularityu.org (“Singularity University Site“), the Singularity Hub website at singularityhub.com (“Singularity Hub Site“), the Singularity University Network at network.singularityu.org (“Singularity Network Site“), and the program portal within the Singularity University Site (“Program Portal“). Collectively, the foregoing websites and any other websites and services owned or controlled by Singularity that link to this Agreement are referred to as the “Site.” Singularity also provides certain mobile application(s) associated with the Site (“Mobile App“). Together, the Site and the Mobile App are referred to in this Agreement as the “Services.” Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be provided in connection with such features. All such additional guidelines, terms, and rules are incorporated by reference into this Agreement. Further, the terms of this Agreement are in addition to the terms or conditions of any other agreement you may have with Singularity, including without limitation terms, conditions, and policies relating to courses and educational programs provided by Singularity. If the terms of this Agreement are inconsistent with any such additional terms, guidelines, rules, and agreements, the additional terms, guidelines, rules, and agreements will control.
1.1 Account Creation. In order to use certain features of the Services (e.g., to apply for Singularity’s educational programs on the Singularity University Site, access the Program Portal, or access premium services on the Singularity Hub Site), you must create an account on the applicable Site (each referred to as a “Singularity Account” and collectively as “Singularity Accounts”) by providing us with the information requested on the applicable registration form, or, if applicable, by logging in using a social networking site (e.g., Facebook) account (“SNS Account”). If you log in using your SNS Account, your SNS Account is provided by the applicable third party service, not us, and is subject to that third party service’s separate terms and conditions. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Singularity Accounts at any time, for any reason, by following the instructions on the Site or by contacting the Site’s webmaster. We may refuse service, remove or edit content, cancel orders, or suspend or terminate your Singularity Accounts in accordance with Section 9.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Singularity Accounts’ login information and are fully responsible for all activities that occur under your Singularity Accounts. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Singularity Accounts or any other breach of security. Singularity cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Singularity Hub Membership; Payment Terms
2.1 Singularity Hub Membership. To access premium services on the Singularity Hub Site, you must register for Singularity Hub membership (“Singularity Hub Membership“) by following the directions on the Singularity Hub Site. ONCE YOU BECOME A MEMBER, YOUR SINGULARITY HUB MEMBERSHIP WILL AUTOMATICALLY RENEW MONTH-TO-MONTH UNTIL YOU CANCEL YOUR MEMBERSHIP BY FOLLOWING THE DIRECTIONS ON THE SINGULARITY HUB SITE.
2.2 Payment Terms. If you register for Singularity Hub Membership, you agree to pay the then-current applicable membership fee listed on the Singularity Hub Site. Singularity utilizes a third party (“Payment Provider”) to process payments. You must provide our Payment Provider with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) as a condition to registering for the Singularity Hub Membership. The Payment Provider’s policies govern the processing of your payment, and you must refer to those policies and not this Agreement to determine your rights and liabilities. By providing your credit card number and associated payment information through the Singularity Hub Site, you thereby authorize Singularity through its Payment Provider to automatically bill your credit card on the date the Singularity Hub Membership is activated, and each month thereafter, until you cancel your Singularity Hub Membership, and you agree that no additional notice or consent is required for such transactions. Singularity reserves the right at any time to change the pricing for the Singularity Hub Membership or its payment terms, either immediately upon posting on the Singularity Hub Site or by email delivery to you. If any fee cannot be charged to your credit card for any reason, Singularity may provide you, via email, notice of such non-payment and a method for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Singularity may terminate your Singularity Hub Membership.
2.3 Taxes. The fees for Singularity Hub Membership are net of currency exchange settlements and any applicable Sales Tax (as defined below). If the fees are subject to Sales Tax in any jurisdiction, you will be responsible for payment of such Sales Tax, and any related penalties or interest, and will indemnify us for any liability or expense we may incur in connection with such Sales Taxes. For purposes of this Agreement, “Sales Tax” will mean any sales or use tax, and any other tax measured by sales proceeds, that we are permitted to pass to you that is (a) the functional equivalent of a sales tax and (b) the applicable taxing jurisdiction does not otherwise impose a sales or use tax. We may automatically charge and withhold such taxes within any jurisdictions in which we deem such withholding is required.
3.1 License. Subject to the terms of this Agreement, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to (a) access and use the Services (other than the Singularity Hub Membership) for your personal, noncommercial use during the term of this Agreement, (b) subject to your payment of fees set forth in Section 2, use the Singularity Hub Membership for your personal, noncommercial use during your Singularity Hub Membership term, and (c) download, install, and use the Mobile App, in executable object code format only, solely on your own handheld mobile device(s) and for your personal, noncommercial use during the term of this Agreement.
3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement as it may be amended from time to time. All copyright and other proprietary notices on any Services content must be retained on all copies thereof. You may not misuse the Services. You may use the Services only as permitted by law. Any commercial use of the Services is prohibited. The licenses granted by Singularity terminate if you do not comply with this Agreement and any additional terms, guidelines, and rules provided by us from time to time.
3.4 No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services.
3.5 Ownership. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services are owned by Singularity or Singularity’s licensors. The provision of the Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. We and our suppliers reserve all rights not granted in this Agreement.
3.6 App Stores. You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App (” App Platform“), e.g., the Apple App Store or Google Play. You acknowledge that this Agreement is between you and Singularity and not with the App Platform. Each App Platform may have its own terms and conditions to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable terms and conditions of the App Platform.
4. User Content
4.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings on our forums). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by Singularity. Because you alone (and not Singularity) are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Singularity is not obligated to backup any User Content, and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
4.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, in any manner or media. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You grant us the right but not the obligation to use the name that you submit in connection with your User Content, if we choose.
4.3 Acceptable Use Policy.
The following sets forth Singularity’s “Acceptable Use Policy“:
(a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to use the Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather, or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Services, other computer systems, or networks connected to or used together with the Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Services; or (vi) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests, and queries, or to strip, scrape, or mine data from the Services.
4.4 Enforcement. We reserve the right (but have no obligation) to review any User Content and investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person . Such acts may include removing or modifying your User Content, terminating your Singularity Accounts in accordance with Section 9, and/or reporting you to law enforcement authorities.
4.5 Feedback. If you provide us any feedback or suggestions regarding the Services (“Feedback“), you hereby assign to us all rights in the Feedback and agree that we shall have the right (but not the obligation) to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Singularity any information or ideas that you consider to be confidential or proprietary.
5. Indemnity. You agree to indemnify and hold Singularity (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your use of the Services; (b) your User Content; (c) interaction with any other user; (d) your violation of this Agreement; or (e) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Singularity. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
6. Third Party Sites & Ads; Other Users
6.1 Third Party Sites & Ads. The Services might contain links to third party websites, services, and advertisements for third parties (collectively, ” Third Party Sites & Ads“). Such Third Party Sites & Ads are not under the control of Singularity and Singularity is not responsible for any Third Party Sites & Ads. We provide these Third Party Sites & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
6.2 Other Users. Each user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other users are solely between you and such other users. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.
6.3 Release. You hereby release and forever discharge us (and our suppliers, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED “AS-IS,” “WITH ALL DEFECTS,” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, CURRENT, COMPLETE, LEGAL, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. Limitation on Liability
IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) IF YOU HAVE PURCHASED A SINGULARITY HUB MEMBERSHIP, THE AMOUNTS YOU’VE PAID SINGULARITY IN THE PRIOR 12 MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Term and Termination.
Subject to this Section any your payment of any applicable fees, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Singularity Accounts) or (b) terminate this Agreement, at any time for any reason or no reason, at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Singularity Accounts and right to access and use the Services will terminate immediately. You understand that any termination of your Singularity Accounts involves deletion of your User Content associated therewith from our live databases. Singularity will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Singularity Accounts or deletion of your User Content. Notwithstanding anything to the contrary, if Singularity terminates this Agreement, Singularity will provide you a refund of any pre-paid but unused Singularity Hub Membership fees. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3.2-3.6, 4 -12.
10. Copyright Policy.
Singularity respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our Services that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement. This procedure is exclusively for notifying Singularity that copyrighted material has been infringed.
The designated Copyright Agent for Singularity is:
Designated Agent: Attn: General Counsel
Address of Agent: Singularity University
Bldg. 20, S. Akron Road, MS 20-1
Moffett Field, CA 94035
Telephone: (650) 200-3434
Fax: (650) 362-2194
Email: [email protected]
11. Apple App Store Additional Terms and Conditions.
The following additional terms and conditions apply to you if you are using a Mobile App from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 11, the more restrictive or conflicting terms and conditions in this Section 11 apply, but solely with respect to Mobile Apps from the Apple App Store.
11.1 Acknowledgement: Singularity and you acknowledge that this Agreement is concluded between Singularity and you only, and not with Apple, and Singularity, not Apple, is solely responsible for the Mobile App and the content thereof. To the extent this Agreement provides for usage rules for the Mobile App that are less restrictive than the Usage Rules set forth for the Mobile App in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.
11.2 Scope of License: The license granted to you for the Mobile App is limited to a non-transferable license to use the Mobile App on an iOS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
11.3 Maintenance and Support: Singularity is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in this Agreement (if any), or as required under applicable law. Singularity and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.
11.4 Warranty: Singularity is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Singularity’s sole responsibility.
11.5 Product Claims: Singularity and you acknowledge that Singularity, not Apple, is responsible for addressing any claims of you or any third party relating to the Mobile App or your possession and/or use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit Singularity’s liability to you beyond what is permitted by applicable law.
11.6 Intellectual Property Rights: Singularity and you acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s intellectual property rights, as between Singularity and Apple, Singularity, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
11.7 Legal Compliance: 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.
11.8 Developer Name and Address: Singularity’s contact information for any end-user questions, complaints or claims with respect to the Mobile App is set forth in Section 12.7.
11.9 Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the Mobile App.
11.10 Third Party Beneficiary: Singularity and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
12.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us and our employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement, will exclusively be settled through binding and confidential arbitration.
(b) Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA“) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures areSIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5)the arbitrator will honor claims of privilege and privacy recognized at law; (6)the arbitrator’s award will be final and may be enforced in any court of competent jurisdiction; (7)the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side will pay its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
(c) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in Santa Clara County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Santa Clara County, California, in order to maintain the status quo pending arbitration, and agree to submit to the exclusive personal jurisdiction of the courts located within Santa Clara County, California, for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
(d) With the exception of subparts (1) and (2) in paragraph 11.2(b) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein. If, however, either subparts (1) or (2) in paragraph 11.2(b) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Santa Clara County, California, and each party waives the right to a trial by jury.
(e) Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in this Agreement, any such termination will not be effective until 30 days after the version of the Agreement not containing the agreement to arbitrate is posted to the Site, and will not be effective as to any claim of which you provided us with written notice prior to the date of termination.
(f) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, its Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
(g) Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Singularity and our employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement, shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act and applicable federal arbitration law.
12.3 Electronic Communications. The communications between you and Singularity use electronic means, whether you use the Services or send Singularity e-mails, or whether Singularity posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Singularity in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Singularity provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in writing. The foregoing does not affect your statutory rights.
12.4 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Singularity is that of an independent contractor, and neither party is an agent, partner, joint-venturer, or fiduciary of the other. This Agreement, and your rights and obligations herein, may not be
assigned, subcontracted, delegated, or otherwise transferred by you without Singularity’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may assign this Agreement for any reason without your prior written consent. Subject to the foregoing, the terms of this Agreement shall be binding upon assignees and successors.
12.5 Copyright/Trademark Information. Copyright © 2013, Singularity Education Group. All rights reserved. All trademarks, logos and service marks (“Marks“) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
12.6 Disclosures. Singularity is located at the address set forth in Section 12.7. If you are a California resident, 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.
12.7 Contact Information:
Singularity Education Group
NASA Research Park
Building 20 S. Akron Rd.
Moffett Field, CA 94035-0001
Phone: (650) 200-3434