This agreement (the "Agreement" or the "Terms of Service") describes the terms on which Bugrius, Inc. ("Bugrius") offers you unique cloud based service to host video reports. The "Service" means all features, applications, content and downloads offered by Bugrius, including its Website, Servers, Bugrius Software, Bugrius Content, and User Content (as those terms are defined below). This offer is conditioned on your agreement to all of the terms and conditions contained in the Terms of Service, including the policies and terms linked to or otherwise referenced in this Agreement, all of which are hereby incorporated into this Agreement.

By using the Service, you agree to and accept these Terms of Service, including all policies and terms linked to or otherwise referenced herein. If you do not so agree, you should decline this Agreement, in which case you are prohibited from accessing or using the Service.


1. ONLINE SERVICE

1.1 Defined Terms

"Account" means the entirety of your contractual rights and obligations under this Agreement associated with a particular Account Name (defined below) you have selected for accessing the Service.

"Content" means any works of authorship, creative works, graphics, images, textures, photos, logos, video, audio, text, and interactive features.

"Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights and other intellectual property rights or proprietary rights recognized by law.

"Bugrius Content" is the Content provided to you in connection with the Service, including, but not limited to Content we created or licensed from third parties subject to the license set forth herein.

"Bugrius Software" is the software provided to you by Bugrius and/or its suppliers under license in connection with the Service, including but not limited to the software for accessing the Service and integration with predefined third party services.

"Servers" are the online environments that support the Service, including without limitation: the server computation, electronic data storage, software access, messaging and protocols that simulate the Service.

"User Content" means any Content that a user of the Service has uploaded, published, or submitted to or through the Servers, Websites or other areas of the Service.

"Websites" are the websites and services available from the domain and subdomains of Bugrius and any related entity or successor domains from which Bugrius may offer the Service.

1.2 The Service exists only as long as and in the form that we may provide the Service, and all aspects of the Service, including your User Content, are subject to change or elimination.

Bugrius Service consists of two parts – bClient (software installed on user’s device) and bPortal (web portal used to control license use and User Content).

Bugrius has the right to change, limit access to, and/or eliminate any aspect(s), feature(s) or functionality of the Service (including your User Content) as it sees fit at any time without notice, and Bugrius makes no commitment, express or implied, to maintain or continue, or to permit open access to, any aspect of the Service. You acknowledge that your use of the Service is subject to this risk and that you knowingly assume it and make your decisions to participate in the Service, contribute Content and spend your money accordingly.

Bugrius will not transfer User Content to a third party without user’s consent. If user chooses a third party on the web portal, it means that the user allows to transfer a link/links to User Content to that third party. Bugrius may, but will not have the obligation to display, maintain, or otherwise make use of, any of your User Content, and Bugrius may, in its sole discretion, modify, delete, or otherwise make use of User Content without notice or any liability to you or any third party. Bugrius reserves the right to treat User Content on the Service as content stored at the direction of users for which Bugrius will not exercise control except to block or remove content that comes to Bugrius’ attention and is offensive, obscene, abusive, illegal or otherwise objectionable to Bugrius.

1.3 Your User Content is confidential; You represent that your Content is original to you.

User Content is confidential, however, Bugrius assumes no liability if the User Content is shared or made available to third parties through no fault of Bugrius. Bugrius may now or in the future offer users of the Service the opportunity to display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) User Content. We may do this through forums, blogs, message boards, social networking environments, social communities, e-mail and other functionality. All User Content uploaded to Bugrius, becomes the property of Bugrius. Bugrius guarantees that User Content will not be shared with third parties without prior notification and consent of the user. However, Bugrius may use User Content for internal purposes without having to obtain user’s consent.

Each time you submit any User Content, you represent that (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant Bugrius the rights to it; (b) the User Content is accurate; (c) the User Content does not and, as to Bugrius’ permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate this Agreement or any Additional Terms, or cause injury or harm to any person.

1.4 Bugrius is a service provider and is not responsible or liable for the Content, conduct, or services of users or third parties.

You understand that Bugrius is a service provider that enables its users to share videos online and display and communicate information and Content chosen by those users. Bugrius does not control or endorse the Content of communications between users or users' interactions with each other or the Service.

You acknowledge that you will be exposed to various aspects of the Service involving the conduct, Content, and services of users, and that Bugrius does not control and is not responsible or liable for the quality, safety, legality, truthfulness or accuracy of any such user conduct, User Content or user services. You acknowledge that Bugrius does not guarantee the accuracy of information submitted by any user of the Service, nor any identity information about any user. Your interactions with other users and your use of User Content are entirely at your own risk. Bugrius has no obligation to become involved in any dispute that you may have or claim to have with one or more users of the Service, or in any manner in any resolution thereof.

1.5 The Service is subject to scheduled and unscheduled service interruptions and loss of server data, which you do not own and for which you will not hold us liable.

Bugrius may on occasion need to interrupt the Service with or without prior notice. You agree that Bugrius will not be liable for any interruption of the Service (whether intentional or not), and you understand that except as may otherwise be specifically provided in Bugrius’ billing policies, posted on applicable areas of the Service and/or Website(s), you will not be entitled to any refunds of fees or other compensation for interruption of service.

Likewise, you agree that in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. Bugrius owns the bits and bytes of electronic data stored on its Servers, and accordingly will not be liable for any deletion, corruption or data loss that occurs in connection with the Service. Bugrius will solely determine any disposition of the electronic data stored on its Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from its Servers.


2. CONTENT LICENSES AND INTELLECTUAL PROPERTY RIGHTS

2.1 Bugrius owns Intellectual Property Rights in the Service and the Bugrius Marks.

Bugrius owns Intellectual Property Rights in and to the Service, including but not limited to the Bugrius Content, Bugrius Software, the Servers, and the Website related thereto, and in and to our trademarks, service marks, trade names, logos, domain names, taglines and trade dress (collectively, the "Bugrius Marks"). You acknowledge and agree that Bugrius and its’ licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Content.

Except as expressly granted in this Agreement, all rights, title and interest in and to the Service, and in and to the Bugrius Marks are reserved by Bugrius. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Bugrius Marks.

2.2 Bugrius grants you certain licenses to access and use the Service while you are in compliance with the Terms of Service; Additional terms may apply.

Bugrius hereby grants you for a period of one (1) year a non-exclusive, non-transferable, non-sublicenseable, limited, personal, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon you and each of your Accounts remaining active, in good standing, and in compliance with these Terms of Service. Additional terms may apply to certain elements of the Service (“Additional Terms”); these terms are available where such separate elements are made available on the Websites. If there is any contradiction between any Additional Terms and these Terms of Service, then the Additional Terms shall take precedence only in relation to that particular element of the Service.

Use of the Bugrius Software is subject to these Terms of Service and the terms of any applicable End User License Agreement (“EULA”) provided with such software. If no EULA is provided with certain Bugrius Software, such software is subject to the license terms set forth in this Section. Bugrius hereby grants you a nonexclusive, non-transferable, non-sublicensable, limited, personal and revocable license to install and use the object code of the Bugrius Software on any Internet Device that you own or control. You may not charge any third party for using the Bugrius Software, and you may not modify, adapt, reverse engineer (except as otherwise permitted by applicable law notwithstanding such limitation), decompile or attempt to discover the source code of the Bugrius Software, or create any derivative works of the Bugrius Software, or otherwise use the Bugrius Software except as expressly provided in this Agreement. It is strictly prohibited to interfere or block traffic calculation within the Software. Any such action will be penalized and the license to use Software revoked.

2.3 You grant Bugrius ownership of uploaded User Content.

You consent that any and all Intellectual Property Rights you hold under applicable law in Content you upload, publish, and submit to or through the Servers, Websites, and other areas of the Service, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users shall be transferred to Bugrius.

In connection with Content you upload, publish, or submit to any part of the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Bugrius to use the Content in the manner contemplated by the Service and these Terms of Service.

Because the law may or may not recognize certain Intellectual Property Rights in any particular Content, you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation. You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any Intellectual Property Rights you hold, and that Bugrius cannot do so on your behalf.

Bugrius has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at Bugrius’ cost and expense, to which you hereby consent and irrevocably appoint Bugrius as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

2.4 You agree to respect the Intellectual Property Rights of other users, Bugrius, and third parties.

You agree that you will not publish, or submit to any part of the Service, any Content that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload, publish, or submit the Content.


3. ELIGIBILITY TO USE THE SERVICE

3.1 Requirements for Corporate Users.

If you are using the Service on behalf of a company, organization or other legal entity (collectively, "User Organization"), you represent and warrant that you are an employee of that User Organization or other person authorized to do so.

3.2 Age Requirements for Individual Users.

By accepting this Agreement, you represent that you are at least eighteen (18) years of age and you have the legal authority to enter into this Agreement. If you are at least thirteen (13) years of age and less than eighteen (18) years of age, then your parent or legal guardian must read and accept this Agreement, your use of the Service, participating in the Service, and providing any personal information in connection with the Service on your behalf.

3.3 Other Eligibility Requirements for Use of the Service.

You may not use the Service (i) if you have been terminated from the Service by Bugrius (including, for avoidance of doubt, if any Account of yours has been terminated); or (ii) at any time if you are a person barred from receiving the Service under applicable law.


4. ACCOUNT REGISTRATION AND BILLING

4.1 You must establish an account to use certain aspects of the Service, using true and accurate registration information.

You must establish an Account with Bugrius to use the Service. You agree to provide accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and to use the account management tools provided to keep your Registration Data accurate, current and complete.

You may not sell, transfer or assign your Account or its contractual rights, licenses and obligations, to any third party without the prior written consent of Bugrius.

4.2 You agree to use an Account Name for the Service that is not misleading, offensive or infringing. You are responsible for activities related to your Account Name, and for keeping your password for your Account(s) secure.

You must choose an account name to identify yourself to Bugrius staff in connection with your Account ("Account Name”). You may not select as your Account Name any name that Bugrius determines may cause deception or confusion; may violate any trademark right, copyright, or other proprietary right or mislead other users regarding your identity or affiliation; or any name that Bugrius determines in its sole discretion to be vulgar, offensive, or otherwise inappropriate. Bugrius reserves the right to delete or change any Account Name that violates this paragraph, and will have no liability regarding the use, modification, or deletion of any Account Name.

You are solely responsible for all activities conducted through your Account whether or not you authorize the activity (except to the extent that activities occur because someone gains access to our system without using your identifiers and password). In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Account, we may terminate your Account (or Accounts) as described in Section 5.

You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Internet Device. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your password or from any person's use of your password to gain access to your Account or Account Name. You will immediately notify us of any unauthorized use of your Account, password or username, or any other breach of security related to the Service. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of your password to any other person is at your own risk.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

4.3 You agree to the posted pricing and billing policies on the Websites or through the Service.

You acknowledge that it is your responsibility to ensure payment in advance for all aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Bugrius continue to be valid and sufficient for such purposes. If you exceed the pre-paid traffic limits allocated to your account, then you must provide a timely payment for the excess traffic. Without limiting any other rights or remedies of Bugrius, Bugrius may exercise its termination rights as provided in Section 5 in the event of any payment delinquency.


5. TERMINATION OF YOUR ACCOUNT

5.1 We may terminate your Accounts for violation of this Agreement.

Bugrius may suspend or terminate your Account if you violate this Agreement, along with any or all other Accounts held by you or otherwise related to you, as determined by Bugrius in its discretion, and your violation of this Agreement shall be deemed to apply to all such Accounts. Upon termination of your Accounts, this Agreement between us will be automatically terminated and you may not re-subscribe or return to the Service through other or future Accounts you or others may set up.

5.2 We may terminate your Account(s) to protect the best interests of the Service and the community or if we believe you pose an unacceptable risk to the community.

We may terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Bugrius, the Service community or any third party.

5.3 We may terminate your Accounts upon a general suspension or discontinuation of the Service.

If Bugrius elects to generally suspend or discontinue the Service, in whole or in part, for any reason, Bugrius may terminate your Accounts. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge that Bugrius will have no liability to you in connection with such suspension or termination.

5.4 Upon Account termination, you will lose access to your Account and all licenses, Content, and data, and you understand this is a risk of participating in the Service.

Upon termination of your Account, you will no longer be able to access your Account or access (or transfer or direct the transfer to any other Account) any Content or data you have stored on the Servers. All licenses granted by Bugrius to use the Service will automatically terminate.

You should ensure that you have only stored Content on the Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of termination of your Account as provided in this Agreement, and you represent that you will make your decisions to participate in the Service, contribute Content, spend your money and dispose of transferable licenses at all times knowingly based upon these risks.

Upon termination, you will remain liable for any unpaid amounts owed by you to Bugrius.

5.5 Some terms of this Agreement will survive and continue after termination.

The provisions of this Agreement which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Bugrius in this Agreement, as well as to the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action and mandatory arbitration.


6. PRIVACY AND YOUR PERSONAL INFORMATION

Your privacy is important to us. Our Privacy Policy sets forth the conditions under which you provide personal and other information to us. You understand and agree that through your use of the Service you consent to the collection and use of your information in accordance with our Privacy Policy. We encourage you to review our Privacy Policy, which describes our use and disclosure of information we collect on the Websites and the Service.

If you object to your information being used or disclosed as described therein, please do not use the Service.


7. RELEASES, DISCLAIMERS, LIABILITY LIMITS AND INDEMNIFICATION

7.1 Bugrius is NOT liable for its users' actions, and you release Bugrius from any claims relating to other users.

You agree not to hold Bugrius liable for the Content, actions, or inactions of other users. As a condition of access to the Service, you release Bugrius (and its officers, directors, shareholders, agents, subsidiaries and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more users, including whether or not Bugrius becomes involved in any resolution or attempted resolution of the dispute.

You agree and understand that Bugrius does not control and is not responsible for information you provide to parties other than Bugrius.

7.2 Bugrius provides the Service on an "as is" basis, without express or implied warranties.

BUGRIUS PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE BUGRIUS SOFTWARE, THE WEBSITES, THE SERVERS, THE CONTENT, AND YOUR ACCOUNT, STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Bugrius does not ensure continuous, error-free, secure or virus-free operation of the Service, the Bugrius Software, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on Bugrius’ failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties and, to that extent, the foregoing disclaimers may not apply to you.

7.3 Bugrius’ liability to you is expressly limited, to the extent allowable under applicable law.

IN NO EVENT SHALL BUGRIUS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUBSIDIARIES, AGENTS OR LICENSORS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, RELIANCE, SPECIAL, OR PUNITIVE LOSSES OR DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE BUGRIUS SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT BUGRIUS MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BUGRIUS’ CUMULATIVE LIABILITY TO YOU EXCEED THE FEES PAID BY YOU FOR USE OF THE SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you. In such jurisdictions, the liability of Bugrius to you is limited to the lowest amount permitted by applicable law.

7.4 You agree to indemnify Bugrius from claims relating to your use of the Service.

At Bugrius’ request, you agree to defend, indemnify and hold harmless Bugrius, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) your User Content; (ii) your acts, omissions, or use of the Service, including without limitation your negligent, willful or illegal conduct; (iii) your breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; (iv) your violation or anticipatory violation of any applicable law, rule or order in connection with your use of or activities in the Service; (v) information or material transmitted through your Internet Device that infringes or misappropriates any Intellectual Property Right; (vi) any misrepresentation made by you; (vii) Bugrius’ use of the information that you submit to us. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not settle any Claims and Losses without, in each instance, the prior, written consent of an officer of Bugrius.


8. DISPUTE RESOLUTION AND ARBITRATION

Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Bugrius agree that we intend that this Section 10 satisfies the “writing” requirement of the Federal Arbitration Act.

10.1 If a dispute arises between you and Bugrius regarding a claim, we agree to alternative dispute resolution. Our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. If any controversy, allegation or claim arises out of or relates to the Service, the Website(s), the Content, your User Content, this Agreement, or any Additional Terms (collectively, “Dispute”), or to any of Bugrius’ actual or alleged intellectual property rights (an “Excluded Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. Your notice to us must be sent to: Bugrius, Inc. (One Commerce Center, 1201 Orange St. #600, Wilmington, DE 19899, USA.), Attention: General Counsel. For a period of sixty (60) days from the date of receipt of notice from the other party, Bugrius and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though neither party is required to resolve such dispute on terms which each party, in its sole discretion, is uncomfortable.

If we cannot resolve a Dispute within sixty (60) days of receipt of such notice, then either you or we may submit the Dispute to formal arbitration as hereinafter described. If we cannot resolve an Excluded Dispute within sixty (60) days of receipt of such notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and Bugrius consent, in a writing signed by you and Bugrius’ General Counsel, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section.

Upon expiration of the applicable sixty (60) day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single, neutral arbitrator who is a retired judge or a lawyer with not less than ten (10) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Bugrius elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single, neutral arbitrator, then the arbitration will be heard and determined by a three (3) member panel, with one member to be selected by each party and the third (who will chair the panel) selected by the two (2) party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of this Agreement and any additional Terms, will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award.

If you and Bugrius do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph, then this paragraph and the remainder of this Section will not apply to the Excluded Dispute. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and a legal officer of Bugrius consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above will also apply to any such arbitration under JAMS or other arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows: 
AAA: 1.800.778.7879 or www.adr.org 
JAMS: 1.800.352.5267 or www.jamsadr.com

In arbitration, as with a court, the arbitrator must honor the terms of this Agreement (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Bugrius to pay a greater portion or all of such fees and costs in order for this arbitration provision to be enforceable, then Bugrius will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

The foregoing provisions of this Section will not apply to any legal action taken by Bugrius to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, the Website(s), the Content, your User Content or Bugrius’ Intellectual Property Rights (including such Bugrius may claim that may be in dispute), Bugrius’ operations, and/or Bugrius’ products or services.

Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this arbitration provision holds that this restriction is unenforceable, then our agreement above to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 8.2 below.

8.2 The applicable law and venue is in Orange County, California.

You agree that this Agreement and the relationship between you and Bugrius shall be governed by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and Bugrius agree to submit to the exclusive personal jurisdiction and venue of the courts located in the County of Orange, California, except as provided in Section 8 regarding arbitration.

8.3 No Equitable or Injunctive Relief.

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES OR DAMAGES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES AND DAMAGES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY BUGRIUS (INCLUDING YOUR USER CONTENT).


9. GENERAL PROVISIONS

9.1 This Agreement and the referenced Policies are the entire understanding between us.

This Agreement sets forth the entire understanding and agreement between you and Bugrius with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings.

Bugrius reserves the right to modify this Agreement at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after we post the Updated Terms (or engaging in other such conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review this Agreement on a regular and frequent basis. The Updated Terms will be effective as of the time that Bugrius posts them or such later date as may be specified in them. Except for such Updated Terms, this Agreement may not be modified except by mutual written agreement between you and Bugrius that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement.