Terms of service
Last Updated: August 5th, 2016
THESE TERMS OF SERVICE TERMS AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY. NOTE THAT SECTION 20 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
These Terms apply to your access to and use of the websites, mobile applications, products or services (collectively, the "Services") of Citizen, LLC. or our subsidiaries or other affiliates (collectively, "Citizen," "we," "us," or "our"). By clicking to indicate your acceptance of these Terms or by otherwise accessing or using the Services, you agree to be bound by these Terms and all terms incorporated by reference. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us, our subsidiaries or affiliates, in respect of any other products, services, websites or otherwise.
If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.
Citizen reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, by providing notice through the Services or updating the "Last Updated" date at the beginning of these Terms. By continuing to access or use the Services, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Terms, you may not access or use the Services.
Citizen's Services provide online software services that make it easier for users to complete and submit various applications and forms to government agencies and other entities. Citizen does not provide financial aid or other government services, but rather helps users to (1) determine their eligibility for certain government services (such as for student financial aid) and (2) apply for such services (or aid) by helping them to fill out financial aid and other government forms, many of which are free and may be completed and filed for free without the assistance of Citizen or another third party. Citizen provides simplified online preparation and filing software to assist in preparing and filing forms, such as the Free Application for Federal Student Aid ("FAFSA") and the Employer Identification Number (“EIN”). Citizen does not provide any professional advice of any kind, whether legal, financial or otherwise. Citizen is not affiliated with any government agencies, including the Department of Education, Internal Revenue Service, Social Security Administration, United States Department of Treasury, United State Postal Service or other agencies, whether federal, state or local, or other entities, such as educational institutions.
The Services are not targeted toward or intended for use by anyone under the age of 18. By using the Services, you represent and warrant that you are at least 18 years of age and (a) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, and (b) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
3. Registration, Account and Communication Preferences
In order to access and use certain areas or features of the Services, you will need to register for a Citizen account. When registering for an account, you cannot create an account name that incorporates a trademark without authorization from the trademark owner. We reserve the right to reclaim account names on behalf of any business or individual that holds legal claim, including trademark rights, in those names. By registering for an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update your account information, as necessary, (c) maintain the security of your account credentials, (d) not share your account credentials with others and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Services or your account.
By creating a Citizen account, you also consent to receive electronic communications from Citizen (e.g., via email or by posting notices to the Services). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
4. Payment; Taxes; Third-Party Service Fees
- 4.1 Payment. If you elect to access any paid component of the Services, you agree to pay all fees and charges associated with that component. Unless otherwise stated, all fees and charges are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, or local taxes. All such fees and charges (including any taxes, applicable) will be charged to the payment method you provided when you elected to access that paid component of the Services. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional.
- 4.2 Taxes. You are responsible for any sales, use, duty or other governmental taxes or fees due with respect to your purchase and use of our Products and Services. We will collect applicable sales tax if we determine that we have a duty to collect sales tax. We will present any taxes that we are required to collect at checkout, but note that actual taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. Please note that we do not collect taxes on Services provided in jurisdictions in which we do not have substantial nexus.
- 4.3 Third-Party Service Fees. By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you permit us (or our third party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order.
- 4.4 Prices; Cancellations and Refunds. For prices of specific products or services, please visit the product or service page.
5. Copyright and Limited License
Unless otherwise indicated in writing by us, the Services and all content and other materials therein, including, without limitation, the Citizen logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Content") are the proprietary property of Citizen or our licensors or users and are protected by U.S. and international copyright, trademark and other laws.
We grant you a limited, non-exclusive, nontransferable, nonsublicensable license to access and use the Services and Content; however, such license is subject to these Terms and you are not permitted to (a) sell, rent, lease, lend, redistribute, sublicense or make commercial use of the Services or the Content; (b) modify, alter or otherwise make any derivative uses of the Services or the Content, or any portion thereof, unless modification or derivative use is specifically provided for under separate terms; (c) remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the Services; (d) use any data mining, robots or similar data gathering or extraction methods; (e) download (other than the page caching) any portion of the Services or the Content, except as expressly permitted on the Services; and (f) use the Services or the Content other than for their intended purposes. Any use of the Services or the Content other than as specifically authorized herein, without the prior written permission of Citizen, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
6. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the App by, or terminating the accounts of, users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe that anything on the App infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
Name of Designated Agent: David Matz
Address: 2800 Biscayne Blvd, Miami, FL 33137
Phone: (888) 380-0343
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
"CITIZEN," the Citizen logo and any other Citizen product or service names, logos or slogans that may appear on the Services are Citizen's trademarks in the United States and other countries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Citizen. All other trademarks, registered trademarks, product names and Citizen names or logos mentioned in the Site are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable rights holder. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You are granted a limited, non-transferable, non-exclusive right to create a text hyperlink to Citizen's Services for noncommercial purposes, provided that such link does not portray Citizen or any of its offered products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Citizen logo or other proprietary graphic of Citizen to link to the Services without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Citizen trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Citizen or any third party.
Citizen makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites accessible by hyperlink from the Services or of websites linking to the Services. Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services.
9. Third-Party Services
Use of the Services may involve transmission of data through your carrier or internet service provider's ("ISP") network and may require software. You agree that you are solely responsible for these requirements, including all fees or charges you incur from your ISP in connection with, or related to your use of the Services. Citizen assumes no liability or responsibility for (1) the payment of any charges you may incur from an ISP, (2) the availability of services from your ISP at any time or from any location, and (3) any loss, damage or other security intrusion of the ISP.
10. Third-Party Content
We may provide third party content the Services and may provide links to web pages and content of third parties (collectively, "Third Party Content") as a service to those interested in this information. Citizen does not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties, and that Citizen is not responsible or liable in any manner for such interactions or Third Party Content.
11. User Data; User Responsibilities; User Authorization
- 11.1 User Data. You are responsible for all materials ("User Data") you upload, post or submit through the Services. You retain all ownership rights in the User Data. Citizen does not claim any ownership interest in User Data; however, by uploading, posting or submitting User Data to the Services, you hereby grant Citizen a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to host, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display the User Data for the purpose of operating, improving and providing our Services to you.
- 11.2 User Responsibilities. You agree that you are solely responsible for (1) determining and complying with the requirements and deadlines of a particular government agency or other entities and (2) the truth, accuracy and completeness of User Data that you provide. You agree that the Services do not guarantee that you will receive the benefit applied for, such as financial aid.
- 11.3 User Authorization. By accepting this agreement or using the Services, you authorize Citizen to: (a) use the User Data you provide to submit your applications or forms electronically on your behalf; (b) represent you as your agent before various governmental entities or other organizations where we submit your applications or forms; (c) receive information related to applications or forms filed on your behalf; and (d) answer any questions from the governmental entity or other organizations on your behalf.
You also you accept the terms and conditions specifically related to the filing of your applications or forms with any third parties.
12. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while on the Services. You agree that you will abide by these Terms and will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from such user and Citizen;
- Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
- Develop any third party applications that interact with the Services without our prior written consent;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Services pages or functionality;
- Bypass or ignore instructions contained in the robots.txt file, accessible at http://www.citizen.co/robots.txt, that controls all automated access to the Services; or
- Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Any use of the Services in violation of these Terms may result in, among other things, termination or suspension of your rights to use the Services.
13. User Content
The Services include interactive features and areas that allow users to create, post, share or store content, including, but not limited to, messages, information, text, photos, videos, graphics, links, music, sound, code, items or other materials (collectively, “User Content”). You agree that you are solely responsible for the User Content you post and for your use of any interactive features and areas of the Services.
By using the interactive features and areas of the Services, you agree not to create, post, share or store User Content that:
- is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- is harmful to, or degrades the goodwill associated with the trademark(s) or name(s) of Citizen, its parent, subsidiaries or affiliates;
- impersonates, or misrepresents your affiliation with, any person or entity;
- contains any unsolicited promotions, political campaigning, advertising or solicitations;
- contains any private or personal information of another party without such party’s consent;
- contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or that may expose Citizen or others to any harm or liability of any type.
We do not control, take responsibility for or assume liability for any User Content, or for any loss or damage thereto, nor is Citizen liable for any user conduct. Enforcement of the Terms is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by the Terms. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.
14. Rights in User Content
We do not claim any ownership interest in any User Content. However, by uploading, posting or submitting User Content to the Services, you hereby grant Citizen a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising and marketing, business, illustration, artistic and other commercial and noncommercial purposes, without any compensation to you.
By uploading, posting or submitting User Content to Citizen through the Services, you represent and warrant that (a) such User Content is non-confidential, (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content, (c) you authorize Citizen to use such User Content for the purposes described in these Terms, and (d) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right.
You may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about Citizen, and the Services, (collectively, "Feedback"). You hereby grant to Citizen an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation. Feedback, whether submitted through the Services or otherwise, is non- confidential and Citizen shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Citizen and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the "Citizen Parties") from all Citizen Party or third-party claims of any kind, whether in tort, contract or otherwise (collectively, "Claims"), including damages to property, personal injury or death that arise from or relate to:
- your access to, use or misuse of our Products, Services and Materials;
- any User Data you post, share or store on or through our Services;
- any Feedback you provide;
- your violation of these Terms;
- your violation of the rights of any third party; or
- any third party’s use or misuse of the Services provided to you.
This indemnity obligation includes paying for Citizen’s or the Citizen Parties’ attorneys’ fees and other costs of investigating and defending Claims and the costs of enforcing the indemnity obligation.
You agree to promptly notify Citizen if you become aware of any third-party Claim against Citizen or the Citizen Parties. You agree to cooperate with Citizen and the Citizen Parties in defending all Claims. You further agree that Citizen and the Citizen Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Citizen.
YOU ACKNOWLEDGE AND AGREE THAT CITIZEN IS NOT A PROFESSIONAL SERVICE PROVIDER, AND OUR SERVICES AND CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON AS LEGAL OR FINANCIAL ADVICE. CITIZEN IS NOT LIABLE TO YOU OR ANY OTHER PERSON OR WITH RESPECT TO ANY DECISIONS YOU OR ANY OTHER PERSON MAKE AS A RESULT OF RELIANCE ON OUR SERVICES OR CONTENT. YOU SHOULD SEEK THE SERVICES OF COMPETENT PROFESSIONALS WHEN YOU NEED THIS TYPE OF ASSISTANCE.
CITIZEN MAKES NO REPRESENTATION OR GUARANTEES THAT USE OF THE SERVICES WILL RESULT IN AN AWARD OF ANY BENEFIT OR AID SOUGHT. CITIZEN ALSO DOES NOT GUARANTEE ANY SUBMISSIONS BY ANY PARTICULAR DATE OR DEADLINE.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US; (B) WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE SERVICES AND MATERIALS CONTAINED THEREIN; (C) WE DO NOT REPRESENT OR WARRANT THAT THE MATERIALS OR FUNCTIONALITY OF THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (D) WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT, PHOTOGRAPHY OR VIDEO; AND (E) WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE OUR SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY- RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY CITIZEN OR OUR AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
18. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CITIZEN OR CITIZEN PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO LOSS OF USE, LOSS OF REVENUE, PROFITS OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR CONTENT, THIRD-PARTY SERVICES AND/OR THIRD-PARTY MATERIALS, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM CITIZEN, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CITIZEN’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CITIZEN AND THE CITIZEN PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY COMPENSATION YOU PAY TO US FOR ACCESS TO OR USE OF THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
19. Modifications to Services
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or functionality of the Services) at any time and without notice and without obligation or liability to you.
20. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CITIZEN AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
- 20.1. Notice; Informal Dispute Resolution
You and Citizen agree that each party will notify the other party in writing of any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") within thirty (30) days of the date each such Dispute arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Citizen shall be sent to email@example.com. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Citizen account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 3 and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Citizen cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Citizen may, as appropriate and in accordance with this Section 20, commence an arbitration proceeding or, to the extent specifically provided for in Section 20.2, file a claim in court.
- 20.2. Binding Arbitration
Except for any Disputes arising out of or related to Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Citizen agree (a) to waive your and Citizen’s respective rights to have any and all Disputes arising from or related to these Terms or the Products, Services or Materials, resolved in a court, and (b) to waive your and Citizen’s respective rights to a jury trial. Instead, you and Citizen agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court) in accordance with Section 20.5.
- 20.3. No Class Arbitrations, Class Actions or Representative Actions
You and Citizen agree that any Dispute arising out of or related to these Terms, Products, Services or Materials is personal to you and Citizen and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Citizen agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Citizen agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- 20.4. Federal Arbitration Act
You and Citizen agree that these Terms affect interstate commerce and that the enforceability of this Section 20 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
- 20.5. Process
Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Citizen agree that any Dispute must be commenced or filed by you or Citizen within one (1) year of the date on which the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Citizen will no longer have the right to assert such claim regarding the Dispute). You and Citizen agree that (a) any arbitration will occur in New Castle County, Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference, and (c) the state or federal courts of the State of Delaware and the United States, respectively, sitting in New Castle County, Delaware will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
- 20.6. Authority of Arbitrator.
As limited by the FAA, these Terms and the applicable JAMS Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
- 20.7. Rules of JAMS
The Rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the Rules of JAMS, or (b) waive your opportunity to read the Rules of JAMS and any claim that the Rules of JAMS are unfair or should not apply for any reason.
- 20.8. Severability
If any term, clause or provision of this Section 20 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 20 will remain valid and enforceable. Further, the waivers set forth in Section 20.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
- 20.9. Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 20 by writing to: firstname.lastname@example.org. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 20.
21. Governing Law and Venue
These Terms, your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in New Castle County, Delaware.
Notwithstanding anything contained in these Terms, Citizen reserves the right, without notice and in our sole discretion, to terminate your right to access or use the Services, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
The following sections will survive the expiration or termination of these Terms and the termination of your Citizen account: all defined terms and Sections 1, 4, 5 (first paragraph only), 6, 7, 8 (second paragraph only), 9 through 22.
- 25.1. Entire Agreement. These Terms constitute the entire agreement between you and Citizen relating to your access to and use of the Services.
- 25.2. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Citizen.
- 25.3. No Waiver. of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Citizen’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
- 25.4. No Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
- 25.5. No Fiduciary Relationship. You agree that Citizen is not acting as your fiduciary in connection with your use of the Services.
26. Questions? Contact Us
If you have any questions or concerns regarding these Terms or our Services, please contact us at email@example.com.