Terms and Conditions of Use

General Terms and Conditions

Revised as of July 9, 2015

The website strumsy.com (“Site”) and related platforms, mobile applications, products, and services available on or from the site (“Services”) are owned and operated by Nightbird Web Solutions DBA Strumsy (together with any affiliates, successors, and assignees hereinafter referred to as “OUR”, “WE,” or “US”). By accessing or using the site and the services, you acknowledge and agree to be bound by these general terms and conditions, our privacy policy, our trademark policy, our abuse policy, and our specific terms and conditions applicable to certain services you may elect to use (all of which are incorporated herein and collectively referred to as the “terms and conditions”, which set forth the entire agreement pertaining to your use of the site and services, and supersede all prior versions of the terms and conditions). These terms and conditions are legally binding agreements. If you use the site and the services acting as the representative of an individual artist, band, group, company, or entity, you represent that you have the legal authority to represent and to bind such individual or entity and you guarantee compliance by such individual or entity with these terms and conditions. We reserve the sole right at any time to modify, discontinue, or terminate any service or the site, or change, add, or delete portions of these terms and conditions without notice. We will post changes to these terms and conditions, if any, to the site. It is your responsibility to check the site for changes. Your continued use of the site and services after any changes constitutes your acceptance of the revised terms and conditions. If you do not agree to these terms and conditions, please do not use the site or services.

1. USE OF SITE AND SERVICES:

  1. Site Content Ownership. All materials and content on the Site and Services, including User Content (defined in Section 3(A) below), (collectively, the “Site Content”) are the proprietary property of us or our licensors (including other users of the Site), including respective copyrights, logos, slogans, trademarks, and service marks. As between you and us, you shall retain all rights in your User Content subject to the licenses granted in these Terms and Conditions.
  2. Site and Services Use License. Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Services and access and interact with Site Content. Except with respect to your use of certain Services in accordance with their specific terms and conditions that provide for or facilitate commercial activities, you understand that the Site and Site Content is for your personal and non-commercial use only. Except as expressly permitted by these Terms and Conditions, the functionality of the Site, or your own use of your User Content (i) no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, or otherwise used in any form or by any means, in whole or in part, and (ii) nothing herein should be construed as granting any license or right to use any Site Content, including trademarks, service marks, logos, slogans or taglines of us or third parties, or any software or code relating to the Site or Services.
  3. Abuse and Infringement. You agree that you will not use the Site or Services in any manner that is abusive, fraudulent, or unlawful, that infringes the copyright, trademark, or other intellectual property rights of any person or entity, that is inconsistent with these Terms and Conditions, or that could damage, disable, overburden or impair the Site or Services, in each case as determined in our sole discretion. You also agree that you will not use the site in any manner with the intention of money laundering or illegally transferring funds to any entity that could be construed to violate or circumvent the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT). Without limitation, you agree, represent, and warrant that:
    1. You will use the Site and Services in compliance with all applicable laws and our Abuse Policy;
    2. You will not use the Site or Services to infringe the copyright, trademark, or other intellectual property rights of any person or entity;
    3. You will not use “spam,” “blast-faxes,” or recorded telephone messages to market or promote any materials relating to you on the Site or in connection with the Services;
    4. You will not use or attempt to use another user's account without authorization from us or create a false identity using the Site or Services;
    5. You will not use automated scripts to collect information from, access, or otherwise interact with the Site;
    6. You will not attempt to upload any code designed to disrupt, or "hack" the functionality of the Site.
    7. You will not upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
    8. You will not harvest or collect email addresses or other contact information of other Site users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
    9. You will not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity. Any account created under false pretenses can and will be deleted and/or reassigned to the appropriate person or entity.
    10. You will not upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    11. You will not use the Site or Services to solicit, advertise, provide, sell, or offer, any third party sites or services, or similar or competing products or services;
    12. You will not solicit Site users to register or sign up with another website, platform, or other service or entity;
    13. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through, the Site or Services or any software, documentation, or data related to the Site or Services; and
    14. You will not remove any proprietary notices or labels from the Site or Services or modify, translate, or create derivative works based on the Site or Services.
  4. Terms For Certain Services. These General Terms and Conditions apply to all Services as applicable. Your access and use of certain Services may be subject to additional terms and conditions which are incorporated herein by reference, including as follows:
    1. Mobile Application(s)
    2. Payment Distribution
    3. In the event any specific terms and conditions applicable to any particular Service conflict with these General Terms and Conditions, the specific terms and conditions shall apply.

2. REGISTRATION:

  1. In order to use certain parts of the Site and Services, you must register as a user and create an account on the Site. As part of the registration process, you will provide a username, password, email address, and other information and materials (the “Registration Information”) for your Site account. You may also be able to register as a user of the Site with certain third-party social networking sites (e.g., Facebook, Twitter, YouTube, etc.) (a “Third-Party Account”), and in connection therewith, you allow us to access, store, and use content or information relating to your Third-Party Account, and any content or information in your Third-Party Account used on the Site or with the Services shall be “Registration Information” hereunder. We may accept or reject your user registration in our sole discretion.
  2. You alone are responsible for maintaining the security of your Registration Information and for all uses of the Site and Services in the name of your account. Upon registration, you will have a “Dashboard” page on the Site where you can manage your use of the Site and Services (your “DASHBOARD”).
  3. You represent and warrant that all Registration Information will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. We may use all Registration Information in accordance with our Privacy Policy.
  4. You are responsible for maintaining access to the email address associated with your account. We are unable to restore access to your account if you lose access to the email address associated with the account.

3. CONTENT SUBMITTED BY YOU:

  1. User Content.
    1. You are solely responsible for all materials and content that are submitted by you or through your account for posting, publication, display, distribution, performance, or other use on the Site or in connection with any Service, including without limitation, music, sound recordings, musical works, compositions, videos, photographs, pictures, graphics, names, likenesses, images, copyrights, trademarks, service marks, logos, biographical information, chat, messages, files, code, data, metadata, text, software, links, your Registration Information, content from your Third-Party Account, and any other information or materials (“User Content”).
    2. We are not responsible for any User Content that may be lost or unrecoverable through your use of the Site or Services, and you are encouraged to archive your User Content regularly and frequently.
    3. You must submit User Content to the Site and Services in compliance with our submission specifications. Our  submission specifications are specified in this Terms of Service Document or  as otherwise specified on the Site. We reserve the right to refuse to accept and/or cause the removal of any User Content for any reason and at our sole discretion and without notice to you.
    4. You hereby acknowledge and agree that we may, at our sole discretion, disclose User Content in order to: (A) comply with law enforcement, court orders, or the legal process; (B) protect the rights and safety of individuals; or (C) settle disputes over intellectual property ownership. You understand and agree that in connection with the rights granted herein, we have the right, but no obligation, to remove, monitor, market, promote, advertise, or otherwise use your User Content.
    5. As between you and us, and subject to our rights in these Terms and Conditions, you shall retain all rights in the User Content and nothing in these Terms and Conditions shall constitute a transfer to us of ownership of any User Content.
  2. Licenses to User Content.
    1. By submitting User Content to the Site or in connection with any Service, you automatically grant to us a non-exclusive, transferable, royalty free, license throughout the world, and in any manner and media now known or hereafter developed, to prepare, review, copy, reproduce, convert, host, distribute, transmit, stream, publicly perform, display, modify, adapt, excerpt (in whole or in part), publish, promote, advertise, market, create derivative works from, and otherwise use all or any portion of the User Content, and to grant and authorize sublicenses of the foregoing, in connection with the Site and Services and the functionality thereof; provided, however, we will not sell or otherwise commercially distribute for a fee, User Content except in connection with your express use of a Service or program offered by us that provides such functionality or through licensed Third-Party distributers of such User Content. Except as may be specifically provided in connection with any particular Service, we have no obligation to pay you or anyone else any amounts, including record or publishing royalties, performance fees, license fees, or union, guild, or collective bargaining fees, for the distribution, public performance, or other uses of your User Content as authorized in these Terms and Conditions.
    2. The foregoing grant of rights includes, without limitation, our right to (but not an obligation to):
      1. Use User Content, including names, pictures, likenesses, images, voices, performances, biographical materials, and web links to websites that you control, in each case in connection with marketing, advertising, or promoting User Content, you, the Site, the Services, or us;
      2. Edit or modify User Content in our sole discretion in connection with the Site, Services, or program offered by us and without any approval rights by you; and
      3. Display any and all lyrics associated with a musical composition embodied in User Content in connection with the Site or Services or program offered by us that you provide or may be available as a licensed copy from a Third-Party.
    3. The grant of rights in this Section 3(B) will survive your removal of User Content from the Site, the termination of your use of the Site or Service, or any other termination of these Terms and Conditions unless we receive written notice of termination of this license from you, at which point this license will expire and we will stop using the specified User Content within thirty (30) days; 
  3. Without limitation of the rights granted herein, we and you may enter into additional agreements to confirm the rights granted herein, expand scope of rights granted to us, or otherwise with respect to the User Content, and to the extent such other agreements conflict with these Terms and Conditions, the terms of such other agreements shall control.
  4. Representations and Warranties. By submitting User Content to the Site or in connection with any Service, you acknowledge, represent, and warrant that:
    1. You own or control all necessary legal rights in and to the User Content, and you have the full right and authority to grant the rights, licenses, and permissions in these Terms and Conditions;
    2. The exercise of the rights granted by you herein shall not violate any laws or otherwise infringe upon the rights of any person or entity, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful materials;
    3. The exercise of the rights granted by you herein shall be without any obligation to make any payment of any nature to you (except as expressly provided in connection with any Service) or any other person or entity;
    4. To the extent that you receive payments by means of the site, or application in connection with any Service, you acknowledge and agree that any such payments to you are inclusive of all payments otherwise due to any person or entity; and
    5. To the extent you do not own any underlying musical compositions, sound recordings, samples, publicity rights, or other materials or content in your User Content or in Live Performances, it is your obligation to secure all appropriate permissions, clearances, licenses, or other authorizations and agreements, and, as applicable, to pay directly all third-party fees and royalties as may be required, including, but not limited to, with respect to artists, band members, authors, co-authors, copyright owners and co-owners, publishers, producers, or any other person who performed in the making of your User Content or Live Performances, and in connection with mechanical royalties, digital phonograph delivery royalties, public performance royalties, payments that may be required under any collective bargaining agreements or statutory schemes, or any other royalties, fees, and/or sums payable with respect to your User Content, and at our request you shall provide us with confirmation of such authorizations and payments.

4. PAYMENT DISTRIBUTION ON FAN TIPS:

  1. To give or receive tips, the user must have a validated PayPal account, and the tip payment must use PayPal's interface (API). In addition, tips are limited to the amount of $500 daily per user, and $1000 USD per week.
  2. Any suspicious or irregular tipping activity will be reported to the proper authorities and may result in a suspension (temporary or permanent) of user account privileges. Users must apply for specific permission to raise these limits requiring approval from Strumsy and PayPal.
  3. The Band Administrator for each band determines the distribution of payment among band members.  We have no part in the determination or the management of said distribution and that responsibility is solely an agreement between the Band Administrator and the Band Members. If a Band contains no Band Members, payment will default to the payment processor user ID entered for that Band. No distribution will be altered after the processing of the tip has finalized through the payment processor.
  4. It is the responsibility of the User to fulfill any and all financial obligations involved in a public performance of musical works owned by another band, artist, or composer.
  5. Any transaction processed by a User as a "tip" is completely voluntary and considered a gratuity/gift from the User (Fan or Band Member) to the User(s) (Band Member(s)), and Strumsy has no consideration in that transaction. Any and all applicable taxes are the responsibility of the Band Member(s) for the portion they receive of said "tip".
  6. A service fee is charged for each "tip" processed. The fee charged per transaction for the use of the payment processor via PayPal or Credit Card or any other Third Party payment portal and the convenience fee charged by US can be found on the listed Payment Scale. The remaining payment will then be split as defined by the Band Administrator in the User DASHBOARD when distributing Band Member shares.
  7. Said service fees are dependent upon 3rd Party processing fees as well as bank transaction fees and are subject to change. The relevant fee structure will be available on the Fee Schedule page and it is the User's sole responsibility to remain familiar with the existing structure of the payment fees. By continuing to use the Service or Application, the User agrees to the current Fee Schedule. 

5. INDEMNIFICATION:

You agree to fully indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners (collectively, the “Related Parties”) harmless, and upon our request, defend us and/or the Related Parties, from and against any and all losses, liabilities, damages, claims, costs, expenses, or demands (including reasonable attorneys' fees and costs), due to or arising out of (i) your use of the Site or Services; (ii) your violation or breach of any representation, warranties or other terms in these Terms and Conditions; (iii) your violation of any rights of any third party; and (iv) any dispute between you and any other user of the Site or Services. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section. We shall promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof. In accordance with Section 7(c) below, if a claim is made we will have the right to suspend services that result in monies being paid to any and all Users involved in the claim that would be subject to further contention until which point the relevant claim is resolved. Your sole remedy as a result of any breach or alleged breach by us of these Terms and Conditions or other applicable terms and conditions or agreements is limited to your ability to discontinue use of the Site and your ability to terminate your participation in any Services in accordance with the terms thereof.

6. LIMITATIONS AND DISCLAIMERS:

THE SITE, APPLICATIONS, THE SERVICES, AND THE CONTENT THEREON ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES. Without limiting the foregoing:

  1. We and the Related Parties are not responsible for any incorrect or inaccurate information in the Site Content. We and the Related Parties are not responsible for the content of, accuracy of, or statements or opinions expressed by third parties in any Site Content, including any User Content or in advertisements or solicitations. We are not responsible for the conduct, whether online or offline, of any user of the Site. Site Content is not investigated, monitored, or checked for accuracy or completeness by us. We do not make editorial decisions related to User Content. Inclusion of any Site Content, including links to other websites, does not imply approval or endorsement of the Site Content by us.
  2. Your interactions with organizations and/or individuals found on or through the Site or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that we and the Related Parties shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that we are under no obligation to become involved.
  3. You understand the speculative nature of the music industry, and we make no guarantees whatsoever with respect to the marketing, promotion, acceptance, development, or popularity of you, your band, your music, or otherwise in connection with your use of the Site or Services; and we further make no guarantees whatsoever that any materials you create or distribute using links on our Site or Services, including your music, will achieve any results or be purchased or otherwise used by any third party.
  4. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site or blocking from the destination mail servers, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Site, or any Site Content.
  5. We also make no guarantees as to the uniformity or user friendliness of resulting graphic displays of the Site or Application on any/all devices used by any User. 
  6. Use of our Service may require a higher level of mobile device activity and thus result in an expenditure of greater than usual battery life. We are not responsible for any missed communications due to device battery failure.
  7. By using the Site and/or Services, you hereby release us and the Related Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your use of the Site and/or Services. If you are a California resident, and after agreeing to these Terms and Conditions, you represent that you are familiar with Section 1542 of the California Civil Code and you hereby waive and relinquish any right and benefit to which you may have under Section 1542 to the full extent that you may lawfully do so in connection with the subject matter hereof. Section 1542 states:
    1. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
    2. IN NO EVENT WILL WE AND THE RELATED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE AGGREGATE OF OUR AND THE RELATED PARTIES’ LIABILITY TO YOU FOR ANY CAUSE, LOSS, COST, DAMAGE, OR CLAIM WHATSOEVER, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES FOR THE PRECEDING THREE (3) MONTHS; AND (B) TWO HUNDRED FIFTY DOLLARS ($250.00 U.S.). YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THESE TERMS AND CONDITIONS.

7. PAYMENTS AND REFUND POLICY:

  1. Service Fees. Certain parts of the Site and Services may be accessed and used without charge. For use of certain Services, you are required to pay applicable fees which may change from time to time subject only to your right to terminate such Services in accordance with the terms thereof. Fees vary by Service. Current fee schedules are available on the Site or in your Dashboard. You are responsible for payment of all applicable fees incurred by your Site account. All fees due from you to us hereunder, including to the extent applicable, monthly subscription fees, annual subscription fees, one-time product purchase fees, recurring fees, annual renewal fees, third-party fees, applicable taxes, charge-back fees, resubmission fees, late payment fees, takedown fees, change request fees, and reinstatement fees, are referred to herein as “Service Fees”.
  2. Payment of Service Fees. You agree that we may charge all Service Fees to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided in your Dashboard. You are responsible for the timely payment of all Service Fees. It is your responsibility to notify us if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue providing Services to you. Purchases will appear on your credit or debit card statements as "Nightbird Web Solutions", or "Strumsy". You agree not to cause your credit or debit card company to reverse or “chargeback” any Service Fees charged in accordance with these Terms and Conditions; and in the event you do so, we may terminate your use of the Site and Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith.
  3. Refunds.
    1. We may in our discretion provide free trials of certain Services for a limited period of time so that you have an opportunity to "try before you buy". If you are not satisfied or do not wish to use the Service any longer, please cancel the Service prior to the end of the free trial period or the renewal date, as applicable. We do not offer refunds for our Services once the free trial period has expired and you have elected to continue your use of the product. If you elect to cancel your subscription to a Service, we do not provide a refund for the remainder of the applicable billing period.
    2.  Strumsy will provide a refund in the case of (A) a service/product malfunction which you have reported to support@strumsy.com while the applicable Service is still active, so that the malfunction can be verified; and (B) a billing error for an unsubscribed Service for which you have provided confirmation of the unsubscription before (not on or after) the renewal date on file for the Service in question.

8. CONFIDENTIALITY:

You acknowledge and agree that in the course of using certain Services you may become aware of certain otherwise confidential information related to our business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.

9. USAGE DATA:

We may collect certain tracking and usage data generated or provided by users who visit or interact with your profile on the Site, or by users of products or other materials distributed in connection with your use of certain Services, including, but not limited to, personally identifiable information (“Usage Data”). We may provide all or part of the Usage Data to you without obligation to the accuracy thereof as are indemnified per Section (5) to any and all liablity resulting from such provided Usage Data. You agree to comply with all applicable laws with regard to your use of Usage Data. You will not transfer or disclose any Usage Data to any third party.

10. TERMINATION:

  1. You may terminate your use of the Site at any time. You may terminate these Terms and Conditions with respect to any Service provided you have paid all applicable Service Fees by contacting support@strumsy.com with a written, verified request to delete your account, or by cancelling your account directly from your Dashboard.
  2. We may cancel your user registration and terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice, including for your failure to make any payment when due or your breach of your representations, warranties, and covenants in these Terms and Conditions; provided, however, that we have no obligation to monitor your use of the Site or Services.
  3. We may delete any of your User Content, information, or other data from the Site or Services at any time with our without cause, and we have no obligation to maintain copies of any deleted information.
  4. Any provisions of these Terms and Conditions that by their nature should continue after termination of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms and Conditions or your use of the Site or any Services.

11. GOVERNING LAW:

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Those who use the Site or Services from other jurisdictions do so at their own volition and are responsible for compliance with local laws. Any dispute or claim arising out of, or in connection with, these Terms and Conditions shall be finally settled by binding arbitration in Las Vegas, Nevada, in accordance with NRS: CHAPTER 38 - MEDIATION AND ARBITRATION et seq. (the “UNIFORM ARBITRATION ACT OF 2000”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Nevada, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. The arbitration can resolve only your and/or our individual claims, and the arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated. In the event that the forgoing arbitration provision is held invalid or unenforceable, then any dispute with respect to these Terms and Conditions shall be brought and heard either in the Nevada state courts located in Clark County, Nevada, or the federal district court for the Southern District of Nevada located in Las Vegas, Nevada. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by facsimile or by first class mail, and shall be deemed effectively given upon receipt.

12. MISCELLANEOUS:

If any provision of these Terms and Conditions is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms and Conditions shall continue in full force and effect. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.

13. NOTICES:

All notices required by these Terms and Conditions shall be in writing and shall be sent (i) by you via your Dashboard, (ii) by us via your Dashboard or your email address of record; and notice shall be effective on the date it is officially recorded as delivered by return receipt or equivalent. For questions regarding these Terms and Conditions, please contact support@strumsy.com. © 2015 Strumsy. All rights reserved.