Terms of Service

Last updated March 2021

Welcome to the website (the “Site”) of Thumbs Down. Speak Up. (“TDSU,” “we,” or “us”). These Terms of Service (the “Terms”) describe your rights and responsibilities when using the Site. These Terms, and any terms and conditions, policies, and disclaimers referenced in these Terms, presented through the Site, or otherwise required to access certain features of the Site (the “Additional Terms”) form the “Agreement”between you and us with respect to the Site. If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control with respect to the specific content, service or feature. All terms not defined in this paragraph have the meanings set forth in these Terms below. In the Agreement, the words “include” and “including” will not be construed as terms of limitation.

By accessing or using the Site, you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Site. This Agreement applies to all visitors, users, and others who access the Site (“Users” or “you”). The Site is not available to any Users previously removed from the Site by TDSU.

You must be 18 years or older to use the Site. If you are less than 18 years of age and would like to register to use any part of the Site, please ask your parent or legal guardian to review and agree to the terms of this Agreement before you use any part of the Site, or ask them to complete the registration on your behalf. If the individual who uses or accesses the Site is under 18 years of age, then, as used in this Agreement, each of “User” and “you” means “the parent/legal guardian of such minor, on behalf of himself/herself and such minor” or “the parent/legal guardian of such minor and such minor” (as applicable).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 11.B (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.C (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11.B, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND TDSU, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE.

1. Changes to these Terms. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. We will also post the updated Terms in their original location marked with the new date. Your continued use of and access to the Site after we publish or send a notice about changes to these Terms means that you are consenting to the updated terms.

2. Use of the Site

A. Site Content. The information and materials provided through the Site, including any data, text, photographs, graphics, images, music, audio and video clips, logos, icons, software and links (collectively, the “Site Content”) are intended to educate and inform you. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site for your personal, noncommercial use only and as permitted by the features of the Site. Modification of the Site Content or use of the Site Content for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. We may change the Site or delete Site Content or features at any time, in any way, for any or no reason. Although TDSU endeavors to use reasonable care in assembling the Site Content, the Site Content may not be up-to-date, accurate or complete. Further, the Site Content should not be construed as professional advice on any subject matter, and availability or use of the Site Content is not intended to create, and does not create, any professional services relationship. We may terminate this license at any time for any reason or no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

B. Third Party Products, Links, and Information. The Site may integrate with, or contain, third-party products, services, materials, or information, or links thereto that are not owned or controlled by us (“Third Party Materials”). Reference to any Third Party Materials does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by TDSU. We do not endorse or assume any responsibility for any such Third Party Materials. If you access any third-party website or service, you do so at your own risk, and you acknowledge and agree that the Agreement and our Privacy Policy do not apply to your use of such sites or services. You expressly relieve us from any and all liability arising from your use of any Third Party Materials.

C. Site Accounts. Users may need to register an account with TDSU (an “Account”) prior to accessing certain areas of or services offered through the Site. Users agree to: (a) not share your Account or transfer any part of it to anyone else; (b) provide accurate, current and complete information during the registration process and keep your Account up-to-date; and (c) keep your password secure and confidential. TDSU reserves the right to refuse registration of, or cancel, passwords that we deem inappropriate. You agree to notify TDSU immediately of any unauthorized use of your Account and are responsible for anything that happens through your Account prior to closing it or reporting misuse to us. You are responsible for prohibiting access to or use of the Site through your Account by anyone other than you, solely as necessary to exercise your rights granted under the Agreement. You are responsible and liable to TDSU for all activity that occurs in connection with your Account.

D. Additional Terms for the TDSU Mobile Application. We grant you a limited, non-exclusive, non-sublicenseable, non-transferable, revocable license to download and use the TDSU mobile application, as available (the “TDSU App”), on your personal mobile device(s), solely for your personal and non-commercial use. To use the TDSU App to access the Site, you must have a mobile device that is compatible with the TDSU App. We do not warrant that the TDSU App will be compatible with your mobile device. You may use mobile data in connection with the TDSU App and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. You acknowledge that we may from time to time issue upgraded versions of the TDSU App and may automatically electronically upgrade the version of the TDSU App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that these Terms will apply to all such upgrades.

3. Privacy. We care about the privacy of our Users. You understand that by using the Site you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

4. Your Content

A. License to Your Content. Some areas of the Site allow Users to post content such as profile information, comments, questions, User projects (any such materials a User submits, posts, displays, or otherwise makes available on the Site, “Your Content”). Access to these features may be subject to age restrictions. By posting Your Content on the Site, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to TDSU a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to view, use, reproduce, edit, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Your Content and your name, voice, and/or likeness as contained in Your Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and TDSU’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Site a non-exclusive license to access Your Content through the Site, and to use, edit, modify, display, reproduce and perform Your Content solely as permitted through the functionality of the Site and under this Agreement. You understand that the licenses granted hereunder survive even if and when you terminate your TDSU account and/or stop using the Site.

B. Forums. We and our designees may allow Users to post reviews and other information on the Site and may in the future host other types of forums on the Site (collectively, the “Forums”) Our Forums are designed to facilitate the exchange of information between Users. Information, products, services and other materials available on our Forums is provided by our staff and other contributors, some of whom use anonymous screen names and are people not otherwise connected with TDSU. You acknowledge that a large volume of information, including Third Party Materials, is available in our Forums and that people participating in such Forums occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading or deceptive. We neither control, nor endorse, nor are we responsible for such messages or statements, or for any opinion, advice, information or other content or Third Party Materials made or displayed on the Site or Forums by third parties, whether such third parties are visitors to the Site, members of the TDSU community or others. The opinions expressed in the Forums reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of TDSU. We have no obligation to monitor the Site or the Forums.

C. Your Responsibility for Your Content. We do not own Your Content, and you, not TDSU, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of Your Content. In connection with Your Content, you represent and warrant that you: (a) have the written consent of each and every identifiable natural person in Your Content to use such person’s name or likeness in the manner contemplated by the Site and the Agreement; (b) have obtained (and are solely responsible for obtaining) all consents that may be required by federal, state or local law, regulation ordinance, court order or other legal process (“Applicable Law”) to submit Your Content; (c) Your Content and our use thereof as contemplated by the Agreement and the Site will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and/or privacy rights; and (d) Your Content is truthful and accurate. We expressly disclaim any liability for the data and content transmitted through or intermediately, temporarily or permanently stored on TDSU networks or any server and for the actions or omissions of Users.

D. Our Right to Remove Your Content. We have the absolute right to remove or disable access to any content on the Site as needed (a) to operate, secure and improve the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (b) to ensure compliance with the Agreement (or any TDSU policy), Applicable Law, or an order or requirement of a court, law enforcement or other administrative agency or governmental body; or (c) as otherwise set forth in this Agreement. If we become aware of any content posted through the Site that allegedly violates this Agreement, we may investigate the allegation and determine in our sole discretion whether to act, but have no liability or responsibility to you to do so. You agree to cooperate with us in good faith, as we may reasonably request, in any investigation we choose to undertake with respect to Your Content.

5. Acceptable Use

A. Prohibited Activities. You shall not use, or encourage, promote, facilitate or instruct others to use the Site for any illegal, harmful or offensive use, including:

• accessing any content available through the Site through any technology or means other than those authorized by us on the Site, such as by robot, spider, scraper or other automated means or manual process, for any purpose not authorized in the Agreement;
• interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site, or otherwise causing harm to the Site, such as attempting to mine information about users of the Site;
• attempting to gain unauthorized access to Accounts;
• removing, circumventing, disabling, damaging or otherwise interfering with security or other preventive features of the Site;
• using the Site to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
• taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• attempting to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, or the TDSU App;
• exporting, re-exporting, importing, or transferring any part of the Site or TDSU App except as authorized by United States law, the export control laws of your jurisdiction, and any other Applicable Laws;
• commercially exploiting the Site or making the Site available to any third party, other than to Users or as otherwise contemplated by this Agreement, or accessing the Site for the purpose of building a similar or competitive product;
• copying, translating, or creating a derivative work of the Site or any part thereof; or
• partaking in any activity that, in our sole judgment, restricts or inhibits any other person from using or enjoying any aspect of the Site or exposes or may expose any users of the Site to harm or liability of any sort.

B. Prohibited Content. You shall not transmit, store, display, distribute or otherwise make available any data or content through the Site that:

• is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
• is defamatory, libelous, harassing, abusive, obscene, sexually explicit, pornographic, vulgar or offensive;
• promotes discrimination, bigotry, racism, hatred, harassment or harm against, or is inappropriate towards any individual or group;
• is violent or threatening or promotes violence or actions that are threatening to any other person or animal;
• promotes illegal or harmful activities or substances;
• you do not have the permission from the content owner or individuals appearing in the content to post, free of charge;
• seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
• may constitute or contribute to a crime or tort;
• contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
• creates a risk of any other loss or damage to any person or property; or
• violates any other TDSU policy.

6. Proprietary Rights

A. Ownership. As between TDSU and you own all right, title and interest in and to Your Content, and TDSU and our licensors own all right, title and interest in and to (a) the Site, TDS App, and Site Content (with the exception of Your Content), and (b) TDSU’s and our affiliates’ copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights with respect to TDSU’s and our affiliates’ products and services.

B. Feedback. If you provide any feedback, comments, questions, suggestions, or the like about the Site (collectively “Feedback”), then you hereby assigns to TDSU all right, title, and interest in, and TDSU is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, including, without limitation, for the improvement, marketing, and promotion of the Site. You agree that Feedback provided by you is given entirely voluntarily and that Feedback, even if designated as confidential by you, will not, absent a separate written agreement, create any confidentiality obligation for TDSU with respect to such Feedback.

C. Reservation of Rights. Each party reserves all rights not expressly granted in the Agreement, and no licenses are granted by either party to the other under the Agreement, whether by implication, estoppel or otherwise, except as expressly set forth herein.

7. Indemnification. You agree to indemnify and hold harmless TDSU, our affiliates, and each of our respective directors, officers, employees, shareholders and agents (collectively, the “Indemnified Parties”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which the Indemnified Parties may become subject and which Losses arise out of, or relate to, the Agreement, your use of the Site, Your Content, your breach of any confidentiality obligation, or any alleged infringement of any trademark, copyright, patent or other intellectual property right, and shall reimburse the Indemnified Parties for all legal and other expenses, including, but not limited to, reasonable attorney’s fees incurred by the Indemnified Parties, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which the Indemnified Parties may be a party.

8. Limitation on Liability and Claims. TDSU WILL NOT BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE SITE OR TDSU APP BY YOU OR ANY THIRD PARTIES OR ANY FAILURE OF THE SITE; OR (B) ANY LOSS, EXFILTRATION, DISCLOSURE OR CORRUPTION OF YOUR CONTENT OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, MISS-DELIVERIES, SERVICE INTERRUPTIONS, FAILURE OF TDSU’S NETWORK, RECLAMATION OF SERVERS, FAILURE OF SERVERS, THE RELOADING OF AN OPERATING SYSTEM OR OTHER SOFTWARE ON A SERVER. IN NO EVENT SHALL TDSU’S AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED ONE HUNDRED DOLLARS (US $100). NO CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE ASSERTED BY YOU AGAINST TDSU MORE THAN ONE (1) YEAR FOLLOWING THE DATE OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM.

9. Disclaimer of Warranties. TDSU PROVIDES ALL SITE AND TDSU APP “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE OF THE SITE OR TDSU APP. TDSU DOES NOT WARRANT THAT THE OPERATION OF THE SITE OR TDSU APP WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, AND ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ERRORS IN THE SITE OR TDSU APP OR FOR THE CONSEQUENCES OF ANY SUCH ERRORS. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR CONTENT, PRIVACY, TECHNOLOGY, CONFIDENTIAL INFORMATION, OR OTHER MATERIALS. The Site is controlled and operated from facilities in the United States. TDSU makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site or TDSU App if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site and TDSU App are solely directed to individuals, companies, or other entities located in the United States.

10. Force Majeure. Except for your payment obligations, neither party shall lose any rights hereunder or be liable to the other party for damages or losses on account of failure of performance by the defaulting party if the failure is due by any occurrence or contingency beyond its reasonable control, including, but not limited to, war, strike, fire, Act of God, earthquake, flood, lockout, embargo, pandemics, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the nonperforming party; provided that such party shall use commercially reasonable efforts to promptly mitigate any damages or losses.

11. Law, Arbitration, and Class Action/Jury Trial Waiver.

A. Governing Law. You agree that: (i) the Site shall be deemed solely based in New York; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 12.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York, New York is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TDSU. This Section 11.B (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and TDSU that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Site or TDSU App, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Site or TDSU App; or (d) any other aspect of your relationship or transactions with TDSU, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.

If you are a new TDSU user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing TDSU at thumbsdownspeakup@gmail.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at thumbsdownspeakup@gmail.com and attempt to resolve the dispute with us informally. In the unlikely event that TDSU has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in New York, New York, unless you and TDSU agree otherwise. If you are using the Site for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Site for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and TDSU agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, or any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing TDSU from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Site for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. you and TDSU agree that the arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other TDSU Users. You and TDSU further agree that, by entering into this Agreement, you and TDSU are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.

12. General Terms. This Agreement contains the entire understanding between TDSU and you relating to the subject matter herein and supersedes all prior oral or written agreements between us. You may not assign or transfer your rights and benefits under this Agreement without our prior written consent, but we may assign or transfer this Agreement without restriction. Except as set forth in this Agreement, nothing in this Agreement shall be deemed to confer any rights or benefits on any third party. No waiver, amendment, modification or addition to this Agreement shall be valid unless in writing and signed by both you and us. In the event any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. TDSU and User are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the TDSU or any User. This is a non-exclusive arrangement.

13. Compliance with Laws. The parties recognize that this Agreement is subject to, and intended to comply with, Applicable Law, and agree that the services addressed in this Agreement do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement.

14. Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to service@tdsu.org. You may also contact TDSU by writing to 127 West 83rd Street, P.O. Box 13, New York, NY 10024.  Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with TDSU. California residents may reach the Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

---