Welcome, and thank you for your interest in Habitat Learn Inc. (“Habitat Learn,” “we,” or “us”) and our note taking services, captions, platforms and our related services and mobile applications (collectively, the “Service”). Please review the following Terms of Service, which are a legally binding contract between you and Habitat Learn regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING HABITAT LEARN'S PRIVACY POLICY (TOGETHER, WITH THESE “TERMS”).
If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the service. YOUR USE OF THE SERVICE, AND HABITAT LEARN'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY HABITAT LEARN AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND HABITAT LEARN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (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. (See Section 16) .
1. Habitat Learn Overview. Habitat Learn is an ecosystem of educational products and services, including, but not limited to, captions, summary notes, video conferencing and live streaming camera's.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
3. Accounts and Registration. To access some parts of the Service, you must have an account. If you are provided access to the Service via a university, college, or other learning or educational institution (“ Institution ”), the Institution will provide and manage your account. If you have purchased access to the Service yourself, you may register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. Regardless of whether you were provisioned an account by your Institution, or if you registered for your own account, you are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at info@habitatlearn.com. If you are provided access to the Service via an Institution, your Institution may terminate or revoke your account or access to the Services, in which case, Habitat Learn may offer to transition you to an individual account unaffiliated with the Institution. You acknowledge that you may be required to pay fees or provide additional information in connection with such transition and your ongoing use of the Services thereafter.
4. Class Materials and Recordings.
4.1 Class Materials and Recordings . Certain features of the Service may permit users to upload audio or video recordings of your lectures (“Recordings”) or other class materials to the Service, including presentations, written works, photos, audio recordings, videos, data, text, or other types of works (together with the Recordings, the “Class Materials”) for use with the Service. As between you and us, you retain any copyright and other proprietary rights that you may have in the Class Materials.
4.2 Transcription and Note Taking . Habitat Learn may, upon your request, agree to transcribe or provide summaries of Recordings (“Notes”). Habitat Learn’s provision of Notes may be subject to additional fees. You may submit a request for Notes through the Service. Habitat Learn will use commercially reasonable efforts to provide you the Notes within the agreed upon turn-around time, calculated from the date Habitat Learn receives the applicable Recordings provided, however, that: (a) you cooperate with us in preparing the Notes as we may reasonably request, and (b) we will not be responsible for any delays caused by issues with the Recordings that render the Recording unplayable or unintelligible to an average listener. You acknowledge that the Recordings may be sent outside of the country, and it is your responsibility to ensure that you have obtained all of the rights and permissions necessary for you to provide the Recordings to Habitat Learn and for Habitat Learn to create Notes based on such Recordings. Upon delivery of the Notes to you, you (or your Institution, if you are provided access to the Service through your Institution) will own all right, title and interest in and to the Notes, provided that upon delivery, Notes shall be deemed to be Class Materials. Habitat Learn provides the Notes “as-is” and makes no warranties regarding the Notes or their accuracy or efficacy, and does not guarantee that your use of the Notes will achieve any particular result. You acknowledge that you use the Notes at your own discretion and at your own risk. *Plan's transcription limits (per month and per conversation) apply.
4.3 Limited License Grant to Habitat Learn . By providing Class Materials to Habitat Learn or via the Service, you grant Habitat Learn a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute such Class Materials, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
4.4 Class Materials Representations and Warranties. Habitat Learn disclaims any and all liability in connection with the Class Materials. You are solely responsible for the Class Materials and the consequences of providing Class Materials via the Service. By providing Class Materials via the Service, you affirm, represent, and warrant that:
a. you are the creator and owner of the Class Materials, or have the necessary licenses, rights, consents, and permissions to authorize Habitat Learn to use and distribute the Class Materials as necessary to exercise the licenses granted by you in this Section or create the Notes, in each case, in the manner contemplated by Habitat Learn, the Service, and these Terms;
b. the Class Materials, and the use of the Class Materials as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate 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) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Habitat Learn to violate any law or regulation; and
c. your Class Materials could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
4.5 Class Materials Disclaimer . We are under no obligation to edit or control Class Materials that you or other users provide via the Service, and will not be in any way responsible or liable for Class Materials. Habitat Learn may, however, at any time and without prior notice, screen, remove, edit, or block any Class Materials that in our sole judgment violates these Terms or is otherwise objectionable. You acknowledge that Habitat Learn may (but will have no obligation to) retain copies of Class Materials for a reasonable period of time after termination of these Terms to allow you to reinstate your account for the Services.
4.6 Monitoring Content . Habitat Learn does not control and does not have any obligation to monitor: (a) Class Materials; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Habitat Learn reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Habitat Learn chooses to monitor the content, Habitat Learn still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
5. General Payment Terms. If you have purchased access to the Service yourself, then certain features of the Service may require you to pay fees. Before you incur any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
5.1 Price. Habitat Learn reserves the right to determine pricing for the Service or any part thereof. Habitat Learn will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Habitat Learn may change the fees for any feature of the Service, including additional fees or charges, if Habitat Learn gives you advance notice of changes before they apply. Habitat Learn, at its sole discretion, may make promotional offers with different features and different pricing to any of Habitat Learn’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
5.2 Authorization. You authorize Habitat Learn and its third-party payment processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Habitat Learn, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Habitat Learn or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
5.3 Subscriptions. The Service may include automatically recurring payments for periodic charges for access to enhanced or additional features of the Services (“Subscription”). If you are provided access to the Service by an Institution, then your access to and use of Subscriptions will be managed by the Institution. In all other cases, if you activate a Subscription, you authorize Habitat Learn and its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first Subscription. For information on the “Subscription Fee” and related payment information, please see our [Pricing] page. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription by contacting us at: info@habitatlearn.com
5.4 Delinquent Accounts. Habitat Learn may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
6. Licenses
6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Habitat Learn grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and use the Service.
6.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
6.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Habitat Learn an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
7. Ownership; Proprietary Rights. The Service is owned and operated by Habitat Learn. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials ”) provided by Habitat Learn are protected by intellectual property and other laws. All Materials included in the Service are the property of Habitat Learn or its third party licensors. Except as expressly authorized by Habitat Learn, you may not make use of the Materials. Habitat Learn reserves all rights to the Materials not granted expressly in these Terms. intellectual
8. Third Party Terms
8.1 Third Party Services and Linked Websites . Habitat Learn may provide tools through the Service that enable you to export information, including Class Materials, to third party services. By using one of these tools, you agree that Habitat Learn may transfer that information to the applicable third party service. Third party services are not under Habitat Learns control, and, to the fullest extent permitted by law, Habitat Learn is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Habitat Learns control, and Habitat Learn is not responsible for their content.
8.2 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
9. Communications .
9.1 Push Notifications . When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
9.2 Email. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
c. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
d. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
e. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
f. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7) or any right or ability to view, access, or use any Materials; or
g. attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
11. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms, and immaterial modifications are effective upon publication. Without limiting the foregoing, in the event any such modifications apply to your access to or use of any Subscription, then, such modifications shall be effective with respect to the affected Subscription at the beginning of the next Subscription Billing Date. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose .
12. Term, Termination and Modification of the Service
12.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.
12.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Habitat Learn may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, provided, however, that if Habitat Learn does so without cause, then Habitat Learn will refund any unused portions of any fees (including Subscription Fees, if any) paid by you prior to such termination or suspension. If your access to the Service is provided through an Institution, you may terminate your account and these Terms by contacting your Institution. In all other cases, you may terminate your account and these Terms at any time by contacting customer service at info@habitatlearn.com or your Institution, if applicable.
12.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Habitat Learn any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.3, 6.3, 7, 12.3, 13, 14, 15, 16 and 17 will survive.
12.4 Modification of the Service. Habitat Learn reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Habitat Learn will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service except as described in Section 12.2.
13. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Habitat Learn and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Habitat Learn Entities ”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
14. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND content AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HABITAT LEARN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, NOTES, AND ALL MATERIALS AND content AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Habitat Learn DOES NOT WARRANT THAT THE SERVICE, NOTES OR ANY PORTION OF THE SERVICE OR NOTES, OR ANY MATERIALS OR content OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED , SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND HABITAT LEARN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR HABITAT LEARN GROUP ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE HABITAT LEARN ENTITIES, THE SERVICE OR NOTES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING CLASS MATERIALS.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Habitat Learn does not disclaim any warranty or other right that Habitat Learn is prohibited from disclaiming under applicable law.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE HABITAT LEARN GROUP ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ( INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR content ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY HABITAT LEARN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 16.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HABITAT LEARN GROUP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO HABITAT LEARN FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Dispute Resolution and Arbitration
16.1 Generally. In the interest of resolving disputes between you and Habitat Learn in the most expedient and cost effective manner, and except as described in Section 16.2 and 16.3, you and Habitat Learn agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HABITAT LEARN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
16.2 Exceptions. Despite the provisions of Section 16.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
16.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 within 30 days after the date that you agree to these Terms by sending a letter to Habitat Learn Group., Attention: Legal Department – Arbitration Opt-Out, 228 Park Ave S PMB 98547, New York, NY 10003-1502 USA that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Habitat Learn receives your Opt-Out Notice in accordance with the foregoing, this Section 16 will be void and any action arising out of these Terms will be resolved as set forth in Section 17.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
16.4 Arbitrator. Any arbitration between you and Habitat Learn will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Habitat Learn. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
16.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Habitat Learns address for Notice is: Habitat Learn Group., 228 Park Ave S PMB 98547, New York, NY 10003-1502 USA. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Habitat Learn may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Habitat Learn must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Habitat Learn in settlement of the dispute prior to the award, Habitat Learn will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
16.6 Fees. If you commence arbitration in accordance with these Terms, Habitat Learn will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, NY, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Habitat Learn for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
16.7 No Class Actions. YOU AND HABITAT LEARN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Habitat Learn agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
16.8 Modifications to this Arbitration Provision . If Habitat Learn makes any future change to this arbitration provision, other than a change to Habitat Learn’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Habitat Learn’s address for Notice of Arbitration, in which case your account with Habitat Learn will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
16.9 Enforceability. If Section 16.7 or the entirety of this Section 16 is found to be unenforceable, or if Habitat Learn receives an Opt-Out Notice from you, then the entirety of this Section 16 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 17.2 will govern any action arising out of or related to these Terms.
17.Miscellaneous
17.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Habitat Learn regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
17.2 Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Habitat Learn submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York City, New York for resolution of any lawsuit or court proceeding permitted under these Terms.
17.3 Privacy Policy. Please Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. Policy is incorporated by this reference into, and made a part of, these Terms.
17.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
17.5 Consent to Electronic Communications . By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing .
17.6 Contact Information. The Service is offered by Habitat Learn Group, located at 228 Park Ave S PMB 98547, New York, NY 10003-1502 USA. You may contact us by sending correspondence to that address or by emailing us at info@habitatlearn.com.
17.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
17.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
18. Notice Regarding Apple. This Section 18 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Habitat Learn only, not with Apple Inc. (“Apple ”), and Apple is not responsible for the Service content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any by you or any third party relating to the Service or your possession or use of the Service, including: () product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement discharge of any third party claim that the Service or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby 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.
