Terms of Service
ALPHAPOLIS CO., LTD. – TERMS OF SERVICE FOR ALPHA MANGA
This document describes the terms and conditions (the “Terms”) that govern your use of certain products or services, including mobile applications, offered by AlphaPolis Co., Ltd., a Japanese company (“AlphaPolis,” “we,” “us,” or “our”).
IMPORTANT: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 14 (DISPUTE RESOLUTION; CHOICE OF LAW) BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU AND ALPHAPOLIS ARE EACH GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
You must agree to and accept the Terms in order to use our product and services, including our mobile applications (collectively, the “Services”). If you do not agree to these Terms, please do not install, access or use the Services in any manner or in any form.
You affirm that you are at least 17 years old. If you are under 17 years of age, you may not use the Services. If you are less than 18 years of age (but at least 17) and would like to use, subscribe or register to any part of the Services, please ask your parent or legal guardian to review and agree to these Terms before you use any part of the Services or ask them to complete the purchase and/or registration on your behalf.
1. Updates to the Terms
We may update these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised Terms through our mobile application. You agree that it your responsibility to regularly check the application for any updated Terms. In addition, by continuing to use or access any of the AlphaPolis applications or otherwise engaging with AlphaPolis after we post any changes, you accept the updated Terms. The “Last Updated” legend above indicates when these Terms were last changed.
3. AlphaPolis Services
Content on the Services. All materials published or available on the Services (including, but not limited to text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations, all also known as the “Content”) are protected by copyright, and owned or controlled by AlphaPolis or the party credited as the provider of the Content. AlphaPolis also owns copyright in the selection, coordination, compilation, and enhancement of such Content (“Arrangement”). You have permission to use the Services for your personal and noncommercial use on the condition that you comply with these Terms. No other right, title or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by us.
The Services and Content are protected by copyrights, trademarks, patents, trade secrets, database rights, sui generis rights and other intellectual or proprietary rights therein pursuant to U.S. and international laws. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in Sections 3.3 and 3.4 of these Terms), create new works from, distribute, perform, display (including framing and inline linking), communicate to the public or in any way exploit, any of the Content (or its Arrangement) or the Services (including Software, as defined in Section 3.4 below) in whole or in part.
You may download or copy the Content and other downloadable items displayed on the Services for your personal use only, provided that you maintain all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from AlphaPolis, or the copyright holder identified in the copyright notice contained in the Content. Please email us at email@example.com to request to use Content other than as set forth in this Section 3.3.
Software Licenses. You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Services (“Software”). You may not sublicense, assign or transfer any licenses granted by AlphaPolis, and any attempt at such sublicense, assignment or transfer shall be null and void. You may download and install one copy of the application to your supported device, and access the Services, solely for your own personal and non-commercial use, subject to these Terms. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from Software.
Disputes between you and another. If there is a dispute between users of our Services, or between users and any third party, you agree that AlphaPolis is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release AlphaPolis and the officers, employees, agents, and successors of AlphaPolis from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
4. User-Generated Content
If you submit, post, publish, display, provide, upload, or transmit (hereinafter, “Submit”) to AlphaPolis or other users and persons materials (including, but not limited to text, photographs, images, illustrations, designs, audio clips, video clips, metadata, data, or compilations) on or in connection with the Services (“User Content”), you represent to us that you have all the necessary legal rights to Submit such content and it will not violate any law or the rights of any person. You shall not Submit on to the Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material, or any material that threatens the personal safety of users of the Services or the public, or could create liability for AlphaPolis. You shall not impersonate anyone else or otherwise misrepresent your identity, affiliation or status. You agree not to Submit material and misleading information knowingly and with intent to defraud. You shall not Submit on to the Services any malware, viruses, spyware, or other malicious software or files to the Services. You shall not use automated means to Submit to the Services any content.
You also agree to abide by certain community standards when Submitting User Content:
You agree that you will not threaten or verbally abuse other members, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam.”
Use respectful language.
Like any community, the online conversation flourishes only when our members feel welcome and safe. You agree not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Services.
Discuss - don’t attack.
AlphaPolis encourages active discussions on the Services, but personal attacks are a direct violation of these Terms and are grounds for immediate and permanent suspension of access to all or part of the Service.
- Be courteous.
You acknowledge that any User Content may be edited, removed, modified, published, transmitted, and displayed by AlphaPolis and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you.
We also have the right to edit, remove, move, and refuse to display or otherwise distribute any User Content for any or no reason in our sole discretion, as well as take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for AlphaPolis.
You are solely responsible for User Content that you Submit. We do not undertake to review all User Content before it is Submitted on the Services or distributed by other means, and cannot ensure prompt removal of objectionable material after it has been Submitted or distributed. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.
Any User Content you Submit to the Services will be considered non-confidential and non-proprietary. By Submitting User Content, you are consenting to its display and publication in the Services and for related online and offline promotional uses. By Submitting User Content, you also grant AlphaPolis a perpetual, nonexclusive, world-wide, royalty-free, sub-licensable license to the User Content, which includes without limitation the right for AlphaPolis, or any third party it designates, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, communicate to the public, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any User Content posted by you on or to the Services, including any User Content Submitted on or to the Services through a third party.
AlphaPolis is the sole and exclusive owners of all right, title and interest in and to any suggestions, ideas, enhancement requests, feedback, or information provided by you or any other party relating to the Services or Content, and has no obligation to compensate you for any of the foregoing.
AlphaPolis may, at any time, suspend or discontinue any part of the Services, introduce new features, impose limits on certain features or restrict access to part or all of the Services. Similarly, we reserve the right to remove and/or block any Content (including User Content, as defined below) from the Services at any time for any reason.
5. Restrictions on Use
You may not access or use, or attempt to access or use, the Services to take any action that could harm us or a third party. You may not use the Services in violation of applicable federal, state, local, or international law or regulation or in violation of our or any third party’s intellectual property or other proprietary or legal rights. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Services, or any content thereof, or make any unauthorized use thereof. You shall not (directly or through a third party) use or interact with the Services (including submission of User Content) in a manner that:
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Attempts to obtain information from or about other users of the Services;
- Jeopardizes the security of Content or violates the security or integrity of any network, computer or communications system, software application, or network or computing device (e.g., you may not distribute viruses, trojans, worms, or other malware);
- Sends commercial email solicitations or advertisements, or violates anti-spamming laws or regulations;
- Places an unreasonable load on our infrastructure or systems, or otherwise interferes with the proper working of the Services;
- Uses robots, spiders, scripts, service, software or any manual or automatic device, tool, or process designed to data mine or scrape the Content, data or information from the Services, or otherwise access or collect the Content, data or information from the Services using automated means;
- Uses services, software or any manual or automatic device, tool, or process designed to circumvent any restriction, condition, or technological measure that controls access to the Services in any way, including overriding any security feature or bypassing or circumventing any access controls or use limits of the Services;
- Caches or archives the Content (except for a public search engine’s use of spiders for creating search indices); or
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or
- Does anything that could disable, damage or change the functioning or appearance of the Services, including the presentation of advertising; or
- Accesses or uses the Services for any purpose other than as expressly permitted under these Terms.
Engaging in any of the foregoing is grounds for termination of your right to use or access the Services.
6. Digital Millennium Copyright Act Take-Down Procedures
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us the following information. Please be advised that to be effective, the notice must include all of the following:
- A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Services
- Your address, telephone number, and email address and all other information reasonably sufficient to permit us to contact you;
- A 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; and
- 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 behalf of the owner of an exclusive right that is allegedly infringed.
Notices of claimed copyright infringement should be directed to:
Attention: Legal Department
AlphaPolis Co., Ltd.
Ebisu Garden Place Tower 8F
7. Third-Party Content and Links to Third-Party Websites
The Services contain links to third-party websites, resources, and advertisers (collectively, “Linked Content”). AlphaPolis does not control, endorse, sponsor, recommend or otherwise accept responsibility for any of this Linked Content. These Terms do not address the policies or practices of this Linked Content and do not grant you any rights in or to any services by this Linked Content. Because we are not responsible for the availability of these outside resources, or their contents or privacy practices, you should direct any concerns regarding any Linked Content to such site. You should review the terms and conditions and privacy policies governing the services by Linked Content before using them, and you are solely responsible for complying with those terms and conditions.
8. Registration and Security
As part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. You also may be requested to provide certain registration information, which must be accurate and up-to-date.
Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. We may cancel or suspend your access to the Services if you share your login credentials. You are responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of AlphaPolis. You may not (i) select or use the login credentials of another person with the intent to impersonate that person; (ii) use login credentials in which another person has rights without such person’s authorization; or (iii) use login credentials that we, in our sole discretion, deem offensive. Failure to comply with the foregoing shall constitute a breach of these Terms, which may result in immediate suspense or termination of your account.
Please notify firstname.lastname@example.org of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information.
You are responsible for all usage or activity on your account with AlphaPolis, including use of the account by any third party authorized by you to use your login credentials. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law-enforcement agencies.
9. Fees and Payments
We reserve the right at any time to charge fees for access to portions of the Services or the Services as a whole. In no event, however, will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. Thus, if at any time we require a fee for portions of the Services that are now free, we will give you advance notice of such fees. You may cancel your account at any time (see Section 10 (“Termination; Survival”)). All new fees, if any, will be posted prominently on the Services and in other appropriate locations on the Service. All fees and charges shall be billed to and paid for by you, and you shall pay all applicable taxes relating to use of the Services. All purchases of products or services through the AlphaPolis Services are governed by our terms for tickets (“Terms for Tickets”) as set forth in Sections 9.1 to 9.5 below.
You may acquire free of charge or purchase tickets (“Tickets”) in connection with your use of the Services. We will separately set out in the Services the conditions for the purchase or acquisition of Tickets, including the price, unit, payment methods and validity period. We may change the terms and conditions of granting Tickets without any advance notice.
You may not exchange your Tickets for rights, cash, property or any other economic benefit other than the right to use our designated paid-for content. We will set out in the Services the number of required Tickets to use the content and other conditions of use of the Tickets. We may change the terms and conditions of using Tickets without any advance notice.
We do not refund Tickets for any reason, except when we decide to terminate the Services or are required to refund Tickets by law. We will decide the methods of refunding Tickets in accordance with the law and notify you in the Services.
Tickets purchased in an account can be only used through the same account or mobile device. You may not transfer or assign Tickets to other accounts or mobile devices.
If you close your account, or if we determine that you have breached the Terms of Service, or for any other proper reason, we may cancel all Tickets held by you without your consent or paying you any compensation.
10. Termination; Survival
You can terminate your account or stop using the Services at any time. AlphaPolis also reserves the right to, in its sole discretion, terminate or suspend your access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms. We may investigate any reported or suspected violation of our policies and complaints, and take any appropriate action we deem appropriate at any time, including without limitation, suspension or termination of access to and/or use of the Services.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any warranty disclaimers and limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
11. Warranty Disclaimer
THE ALPHAPOLIS SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES CONTENT MADE AVAILABLE TO YOU THROUGH THE ALPHAPOLIS SERVICES ARE PROVIDED BY ALPHAPOLIS ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALPHAPOLIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ALPHAPOLIS SERVICES OR THE CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU.
TO THE FULL EXTENT PERMISSIBLE BY LAW, ALPHAPOLIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALPHAPOLIS DOES NOT WARRANT THAT THE ALPHAPOLIS SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ALPHAPOLIS SERVICES, ALPHAPOLIS’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM ALPHAPOLIS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, YOUR USE OF THE ALPHAPOLIS SERVICES IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE ALPHAPOLIS SERVICES AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE ALPHAPOLIS SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES.
YOU AGREE THAT, TO THE FULL EXTENT PERMISSIBLE BY LAW, ALPHAPOLIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY ALPHAPOLIS SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY ALPHAPOLIS SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, ALPHAPOLIS AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE EVEN IF AN AUTHORIZED REPRESENTATIVE OF ALPHAPOLIS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THIS DISCLAIMER APPLIES TO, BUT IS NOT LIMITED TO, ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION FAILURE, NETWORK OR SYSTEM OUTAGE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OF USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, ALPHAPOLIS SERVICES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY OTHER USER OF THE ALPHAPOLIS SERVICES.
IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, ALPHAPOLIS IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING OUT OF YOUR USE OF, ACCESS TO OR INABILITY TO USE THE SERVICES, OR ANY MATERIAL PROVIDED OR OTHERWISE SUPPLIED BY US OR ANY THIRD PARTY, OUR LIABILITY SHALL IN NO EVENT EXCEED US $100.00.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to indemnify, defend and hold AlphaPolis and its licensors, service providers, employees, agents, officers, and directors harmless from and against any and all liabilities, claims, damages, costs, and expenses (including attorneys’ fees and costs) arising from or related to your violation of these Terms or your use of the AlphaPolis Services (including any actions taken by a third party using your account), your use of the Content, and your User Content. You shall cooperate as fully as reasonably required in the defense of any such claim. AlphaPolis reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
14. Dispute Resolution; Choice of Law
PLEASE READ THIS SECTION CAREFULLY. AS WE DESCRIBE BELOW, IT (i) LIMITS YOUR ABILITY TO LITIGATE CERTAIN CLAIMS IN COURT; (ii) LIMITS YOUR ABILITY TO COMBINE CLAIMS AND TO BRING CLAIMS THROUGH CLASS ACTIONS; AND (iii) LIMITS YOUR ACCESS TO A JURY TRIAL. Using or accessing the Services constitutes your acceptance of this arbitration provision.
- Claims relating to the enforceability or interpretation of any of these arbitration provisions;
- Claims by you, and also Claims made on your behalf or connected with you, such as an employee, representative, agent, predecessor, successor, heir, assignee, or trustee in bankruptcy;
- Claims that relate directly to us, and/or to our parent, subsidiaries, affiliates, successors, assignees, employees, and agents; or
- Claims asserted as part of a class action, it being expressly understood and agreed to that the arbitration of such Claims must proceed on an individual (non-class and non-representative) basis and the arbitrator may award relief only on an individual (non-class and non-representative) basis.
YOU AND WE AGREE THAT NO CLASS ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE CLAIMS MAY BE PURSUED IN ARBITRATION, NOR MAY SUCH ACTIONS BE PURSUED IN COURT. BY ACCEPTING THIS ARBITRATION PROVISION, YOU AGREE TO WAIVE THE RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR CONSOLIDATED ARBITRATION IN ANY MATTER ENCOMPASSED BY THIS ARBITRATION PROVISION TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Notice. The party seeking relief under these Terms must first notify the other party of the Claim in writing at least 60 days in advance of initiating any action. Notices to AlphaPolis must be sent to one of the following addresses:
Mail:Attention: Legal DepartmentAlphaPolis Co., Ltd.4-20-3 Ebisu,Shibuya-kuEbisu Garden Place Tower 8FTokyo1506008 E-mail:email@example.com
The notice must include your name, address, and contact information, the facts giving rise to the Claim, and the relief requested. We may direct any notices to you at the mailing address or e-mail address that you most recently provided to us. You and we will use reasonable efforts to resolve any Claim through informal negotiation within 60 days from the date the notice of Claim is sent.
Administration of Arbitration. If any dispute is not resolved by informal negotiation, any claim, dispute, or controversy will be, at the demand of either party, conducted exclusively by binding arbitration governed by the Federal Arbitration Act (“FAA”), and not state law. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved on an individual basis before a single, neutral arbitrator and the proceeding will be confidential. The arbitrator will be either a lawyer admitted to practice law in his or her jurisdiction and with at least ten years’ experience or a retired or former judge selected in accordance with the rules of the American Arbitration Association (the “AAA”). The arbitrator is bound by the terms of this provision, and the arbitration will be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes of the AAA. For more information, see https://www.adr.org or call 1-800-778-7879. All arbitration proceedings will be conducted in English, and the United States FAA will govern the interpretation, enforcement, and proceedings pursuant to this binding arbitration provision. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the arbitrator.The award will be confidential and only disclosed as is necessary to obtain judgment or as otherwise required by law. You and we further agree that a judgment may be entered upon the award by any court having jurisdiction. The arbitration award will determine the rights and obligations between the named parties only, and only in respect to the claims in arbitration, and will not have any bearing on the rights and obligations of any other dispute. In the event of a conflict between the Arbitration Rules and this provision, this arbitration provision will govern.
Costs. To the extent allowed by law, in any action or proceeding to enforce rights under these Terms, AlphaPolis will be entitled to recover costs and attorneys’ fees if it substantially prevails. The parties will otherwise separately pay their own attorneys’ fees and costs unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.
Severability. If any term or section of this provision is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or section of this arbitration provision and will be eliminated to the minimum extent necessary. If any portion of this arbitration provision is deemed invalid or unenforceable, it will not invalidate the other provisions of these Terms; provided, however, that (i) if the prohibition on class-wide arbitration is deemed invalid, then this entire arbitration provision will be null and void; and (ii) if the prohibition on arbitration of representative claims brought in a private attorney general capacity is deemed invalid, then the arbitration provision will be null and void as to such claims only. This arbitration agreement will survive the termination or cancellation of this agreement. In the event of a conflict between this arbitration agreement and any other applicable arbitration provision, this arbitration agreement will control.
CLASS ACTION WAIVER. Each of us expressly agrees that any dispute or controversy arising out of or relating to these Terms, your use of or inability to use the Services or its Content must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). Each of us expressly agrees to waive any ability to maintain any Class Action in any forum raising a Claim covered by this Section. Notwithstanding any other provision of these Terms to the contrary, any Claim, dispute, or controversy alleging that all or part of the Class Action waiver contained in this Section is invalid, illegal, unenforceable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
WAIVER OF JURY TRIAL. UNLESS APPLICABLE STATE LAW REQUIRES THE APPLICATION OF THE LAW OF THAT OR SOME OTHER STATE, IF FOR ANY REASON A CLAIM PROCEEDS IN COURT, YOU AND WE AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THESE TERMS OR FROM SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH SERVICES). IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL GOVERNED BY THE LAWS SET FORTH IN THE SECTION 14.10 BELOW, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
Exceptions to Mandatory Arbitration. Notwithstanding anything to the contrary herein, to the extent the dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any Claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any Claim for equitable relief; then you and AlphaPolis agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in the U.S. District Court for the Southern District of New York or in state court in New York, New York, and both parties consent to exclusive jurisdiction and venue in such courts for such non-arbitrable disputes. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration. This arbitration agreement also does not bar you from bringing issues to the attention of federal, state or local regulatory agencies.
Choice of Law. The enforceability and interpretation of the “Dispute Resolution; Choice of Law” section will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended (the “Federal Arbitration Act”), including its procedural provisions. Unless applicable state law requires the application of the law of that or some other state, these Terms will be governed by and construed in accordance with the laws of Japan without giving effect to any choice or conflict of law provision or rule that would cause laws of another jurisdiction to apply.
Waiver for California Residents. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
No Waiver. AlphaPolis’s failure to enforce, or delay in enforcing, any provision of these Terms will not constitute a waiver of such right.
Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
Entire Agreement. These Terms represent the complete agreement and understanding between you and AlphaPolis and supersede all prior agreements and representations between the parties with respect to the subject matter of these Terms.
Amendments. All modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein).
Trade Restrictions. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Relationship of the Parties. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and AlphaPolis. You may not enter into any contract on AlphaPolis’s behalf or bind AlphaPolis in any way.
Electronic Notice. You consent to receive notifications from us electronically to the e-mail address you provide to us for your account. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.
Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
Third-Party Beneficiaries. These Terms are for the benefit of AlphaPolis and you only, and only AlphaPolis and you may enforce it. The Parties do not intend for these Terms to confer any right or benefit on any third party.
Language. These Terms were written in English. To the extent any translated version conflicts with the English version, the English version controls.
16. How to Contact Us
If you have any questions or comments, please contact us at firstname.lastname@example.org.