TYO Terms of Service
Last Revised: Thursday, October 16, 2014
defined below) offered by Transforming Youth Outdoors, Inc. (“TYO,” “us,” and “we“).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SITE AND SERVICES. BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE ACCEPTING THESE
TERMS AND YOU REPRESENT AND WARRANT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (2) YOU ARE AT LEAST 18 YEARS OLD, AND (3) YOU
HAVE THE RIGHT AND AUTHORITY TO ENTER INTO THE TERMS. YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT
AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE
REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Certain features of the Site or Services may be subject to additional terms which will be posted on the Site or Services in connection with such features.
All such additional terms are incorporated by reference into these Terms; to the extent such terms conflict with these Terms, these Terms shall govern.
The terms and conditions outlined in these Terms govern all matters related to your installation and use of the Site and Services and supersede all other
agreements, representations, warranties and understandings with respect to the Site or Services; provided, however, that if you executed a separate written
license agreement (a “License Agreement“) with regard to your provision of any content to the Site or Services, with respect to such
content and to the extent such License Agreement conflicts with these Terms, the terms of such License Agreement shall govern.
By entering into these Terms electronically, you agree that these Terms have the same force and effect as an agreement made in writing and that TYO may
provide you with any notices and terms about the Site or Services electronically by email.
TYO provides an online learning platform designed to curate, organize, and maintain an ever-growing collection of resources – including knowledge, best
practices, practical tools and guidance – that help the community members deliver impactful outdoor programming to the youth they serve (the ” Services“). Through the Services, users can explore learning content and communicate with other users.
Important Disclaimer and Release. TYO makes no warranties regarding users or THE SERVICES, INCLUDING the content made available through the services,
the interactions (if any) between the users within or outside of the site, and the content ratings made through the Services, and each of the foregoing
is provided by us “as is.”
Your interactions with other users are solely between you and such user and tyo shall not be responsible for any loss or damage incurred as the result of
any such interactions. If there is a dispute between you and any user, tyo is under no obligation to become involved, but reserves the right to do so. The
Foregoing disclaimers shall not limit the more general disclaimers in these terms. You hereby release and forever discharge us (and our officers,
employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy,
demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that
has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions or transactions with, or act or omission of,
other users. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
The Site and Services.
Subject to these Terms, TYO grants you a non-transferable, non-exclusive, license to use the Site and Services for your personal or internal business
The rights granted to you in the Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign,
distribute, host or otherwise commercially exploit the Site or Services; (ii) you shall not modify, translate, adapt, merge, make derivative works of,
disassemble, decompile, reverse compile or reverse engineer any part of the Site or Services except to the extent the foregoing restrictions are expressly
prohibited by applicable law; (iii) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders,
robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we
grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the
extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (iv) you shall not access the
Site or Services in order to build or promote a similar or competitive website, application, or service; and (v) except as expressly stated herein, no part
of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any
future release, update, or other addition to functionality of the Site or Services shall be subject to the Terms. All copyright and other proprietary
notices on any Site or Services content must be retained on all copies thereof.
TYO makes no representation that the Site or Services are appropriate for use in locations other than the United States. You are solely responsible for
compliance with all applicable laws, including without limitation export and import regulations. TYO reserves the right in its sole discretion to
modify, suspend, or discontinue the Site or Services or any part thereof with or without notice at any time for any reason. You agree that TYO will not
be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.
Except with respect to your User Content (as defined below), you agree that (i) the Site and Services are and will remain the sole property of TYO and is
subject to protection under U.S. and foreign copyright laws and (ii) TYO (and its licensors, where applicable) owns all right, title and interest,
including all related intellectual property rights, in and to the Site and Services. The provision of the Site and Services does not transfer to you or any
third party any rights, title or interest in or to such Site or Services. The TYO name, logo, and the product names associated with the Site or Services
belong to TYO (or its licensors, where applicable), and no right or license is granted to use them by implication, estoppel or otherwise. TYO (and its
licensors, where applicable) reserves all rights not granted in this Agreement.
You agree that TYO is not obligated to create or provide any support, corrections, maintenance, updates, upgrades, bug fixes, and/or enhancements of the
Site or Services (each an “Update“). However, in the event TYO decides to offer an Update, you agree that TYO may amend these Terms in
connection with such Update without specific notice to you and that your use of the Site or Services following such Update is conditioned upon your
acceptance of any revised Terms. By using the Site or Services following an Update, you are representing that you have reviewed the then-current version of
the Terms and agree to be bound by such version. All Updates will be governed by the version of these Terms published by TYO as of the date you use the
Site or Services following such update.
You agree that submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback“) is at your own risk and that TYO has
no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all
rights necessary to submit the Feedback. You hereby grant to TYO a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully
sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise
commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights.
Third Party Materials.
As a part of the Site and Services, you may have access to materials that are hosted by another party. You agree that it is impossible for TYO to monitor
such materials and that you access these materials at your own risk.
In order to use the Services, you must register for an account with us (“Account“). To create an Account, you must provide certain
information about yourself as prompted by the registration process on the Site. You represent and warrant that: (i) all required registration information
you submit is truthful and accurate; and (ii) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. You are responsible for
maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to
immediately notify TYO of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. TYO cannot and will not be
liable for any loss or damage arising from your failure to comply with the above requirements. You may not have more than one Account. You agree not to
create an Account or use the Site or Services if you have been previously removed by us or banned from any of the Services. TYO reserves the right in its
sole discretion to suspend or terminate your Account and refuse any and all current or future use of the Site or Services (or any portion thereof) at any
time for any reason. You agree that TYO will not be liable to you or to any third party for any suspension or termination of your Account or any refusal of
any use of the Site or Services (or any portion thereof). Information on your profile will include information and content you provide and/or upload as
well as information we collect from your account with social networking sites (each an “SNS“) (“Profile Information“).
TYO reserves the right in its sole discretion to remove Profile Information at any time for any reason. You agree that TYO will not be liable to you or to
any third party for such removal.
Social Networking Sites.
The Services may allow users to connect with various SNSs. By connecting your SNS account, you represent that you are entitled to grant us access to your
SNS account without breach by you of any SNS terms and conditions and without obligating us to pay any fees or making us subject to any usage limitations.
By granting TYO access to your SNS account, you understand that we may access, make available, and store any information, content, or other materials that
you have provided to or stored in your SNS account (“SNS Content“) accessible through the Site and Services so that it is available on
your Account. Unless otherwise specified in the Terms, all SNS Content will be deemed your User Content (as defined below) for all purposes of the Terms.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH SNS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY
IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY AN SNS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN THE SNS. TYO makes no effort to
review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and TYO is not responsible for any SNS
Your User Content.
“User Content” means any and all information and content that a user submits to, or uses with, the Site or Services. You are solely
responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or
usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant
that your User Content does not violate the Acceptable Use Policy (as defined below). You may not state or imply that your User Content is in any way
provided, sponsored, or endorsed by TYO. Because you alone are responsible for your User Content (and not TYO), you may expose yourself to liability if,
for example, your User Content violates the Acceptable Use Policy. TYO is not obligated to backup any User Content and User Content may be deleted at any
time. You are solely responsible for creating backup copies of your User Content if you desire. TYO has no responsibility or liability for the deletion or
accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission
of other communications originating with or involving use of the Site or Services. You acknowledge that TYO has no obligation to pre-screen User Content,
although TYO reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason. PLEASE MAKE SURE THAT
YOU ONLY PROVIDE INFORMATION TO THE SERVICES THAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY,
INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. PLEASE DO NOT PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS, INCLUDING BY CONTRACT OR
LAW; PLEASE NOTE THAT ANY INFORMATION YOU PROVIDE WILL BE ACCESSIBLE BY USERS OF THE SITE AND SERVICES.
License to User Content.
You hereby grant, and you represent and warrant that you have the right to grant, to TYO an irrevocable, perpetual, nonexclusive, royalty-free, and fully
paid, worldwide license to license, reproduce, distribute, modify, adapt, publicly display and perform, prepare derivative works of, incorporate into other
works, and otherwise use your User Content (in whole or in part), and to grant sublicenses of the foregoing, solely for the purposes of including your User
Content in the Site and Services and operating and providing the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and
assertions of moral rights or attribution with respect to your User Content.
Each user owns its own User Content. By making available your User Content on or in the Site or Services, you represent that you own or have all rights
necessary to make available your User Content.
(d) Content Provided by Other Parties.
The Site and Services may contain User Content provided by other users or third parties. We are not responsible for and do not control such content. We
have the right, but no obligation to review or monitor such content. We do not approve, endorse or make any representations or warranties with respect to
such content. You use all such contact at your own risk.
Acceptable Use Policy
The following sets forth TYO’s “Acceptable Use Policy“:
As a condition of use, you agree not to use the Site or Services for any purpose that is prohibited by the Terms or by applicable law. You shall not (and
shall not permit any third party) either (i) take any action or (ii) make available any User Content on or through the Site or Services that: (A) violates
any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual
property or proprietary right; (B) is unlawful, threatening, abusive, harassing, harmful, defamatory, trade libelous, deceptive, fraudulent, false,
intentionally misleading, pornographic, invasive of another’s privacy, tortious, obscene, patently offensive (e.g., material that promotes racism, bigotry,
hatred, or physical harm of any kind against any group or individual), vulgar, profane or otherwise objectionable material of any kind or nature or which
is harmful to minors in any way; (C) in violation of any laws, or obligations or restrictions imposed by any third party; (D) constitutes unauthorized or
unsolicited advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages,
whether commercial or otherwise; (E) involves commercial activities and/or sales without TYO’s prior written consent, such as contests, sweepstakes,
barter, advertising, or pyramid schemes; (F) impersonates any person or entity, including any employee or representative of TYO, or falsifies or
misrepresents yourself or your affiliation with any person or entity; (G) interferes with or attempt to interfere with the proper functioning of the Site
or Services or uses the Site or Services in any way not expressly permitted by the Terms; (H) harasses or interferes with another user’s use and enjoyment
of the Site or Services; (I) harvests, collects, gathers or assembles information or data regarding other users, including e-mail addresses, without their
consent; (J) displays, mirrors, or frames the Site (K) attempts to engage in or engage in, any potentially harmful acts that are directed against the Site
or Services, including but not limited to violating or attempting to violate any security features of the Site or Services, using manual or automated
software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Site or Services, introducing viruses, worms, or any software
intended to damage or alter a computer system or data, interfering with, disrupting, or creating an undue burden on servers or networks connected to the
Site or Services or violate the regulations, policies or procedures of such networks, attempting to gain unauthorized access to the Site or Services, other
computer systems or networks connected to or used together with the Site or Services, through password mining or other means.
The Site includes various areas that enable you to post information, provide feedback, recommendations, reviews, and comments, and otherwise interact with
other users, either through postings or by interacting in real-time (together with TYO relevant sections of the SNSs, the ” Community Forums“). In connection with such Community Forums, you agree to abide by any rules that TYO publishes in connection therewith,
including but not limited to, the prohibition on use of the Site for any unlawful purpose. Although TYO may from time to time review the Community Forums,
you acknowledge and agree that TYO is under no obligation to monitor or control, and shall have no liability for, any information available via the
Community Forums. You acknowledge that any opinions, statement, recommendation, offers, advice or other information presented or disseminated on the
Community Forums are those of their respective authors who are solely responsible and liable for their content. TYO reserves the right, in its sole
discretion, to refuse to post or remove any material submitted or posted on the Community Forums.
Users with Material Connection to TYO.
These guidelines apply to all TYO employees and contractors or other affiliated parties who have a material connection with TYO or a vested interest in our
success (each a “Representative“) who create, participate in, or contribute to, the Community Forums. Notwithstanding anything herein to
the contrary, you are always personally and legally responsible for anything you communicate via the Community Forums.
When communicating via the Community Forums on behalf of TYO or on topics related to our business or industry, you agree to identify yourself from the
first encounter, write under your own name, include your role with the company, and provide a way for people to communicate with you. You agree to never
pose as a consumer when communicating via the Community Forums on behalf of us.
Submit Posts for Review.
You shall submit to us for our approval all posts to the Community Forums prior to uploading the post. You shall not upload a post until you have received
our written approval of such post.
Disclose our involvement.
You shall clearly disclose our involvement on all posts to the Community Forums produced by us or our agencies.
TYO reserve the right (but has no obligation) to monitor or review the Site and Services and User Content at any time, investigate, and/or take appropriate
action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law
enforcement authorities) if you violate the Acceptable Use Policy, any other provision of the Terms, any applicable law or otherwise create liability for
us or any other person.
As a part of the Site and Services, you may have access to materials that are hosted by another party. You agree that it is impossible for TYO to monitor
such materials and that you access these materials at your own risk.
You agree to indemnify and hold TYO, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors harmless from any losses,
costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your User Content; (b) your use of, or inability
to use, the Site or Services; (c) your violation of the Terms; (d) your violation of any rights of another party, including any users; (e) your interaction
with any other user; or (f) your violation of any applicable laws, rules or regulations. TYO reserves the right, at your expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with TYO in asserting any available
defenses. You agree not to settle any matter without the prior written consent of TYO. TYO will use reasonable efforts to notify you of any such claim,
action, or proceeding upon becoming aware of it. You agree that the provisions in this section will survive any termination of your Account, the Terms, or
your access to the Site or Services.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE SITE AND SERVICES AND ANY CONTENT OR INFORMATION PROVIDED BY THE SITE OR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND
WITHOUT WARRANTY OF ANY KIND, AND TYO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND SERVICES AND ANY CONTENT OR INFORMATION
PROVIDED BY THE SITE OR SERGICES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT. TYO DOES NOT WARRANT
THAT THE SITE OR SERVICES OR ANY CONTENT PROVIDED BY THE SITE OR SERVICES, INCLUDING ANY USER CONTENT, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF
THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY TYP OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY.
Limitation on Liability.
NEITHER TYO, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE
TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR USE OF THE Site or services OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF
ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE site or services, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING WILL APPLY EVEN IF TYO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF
YOU BECOME DISSATISFIED IN ANY WAY WITH THE site or services OR THESE TERMS YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE site or services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS
AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50). THE EXISTENCE OF
MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TYO AND YOU.
TYO respects the intellectual property of others and asks that users of our Site and Service do the same. In connection with our Site and Service, we have
adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate
circumstances, of users of our online Site and Service who are repeat infringers of intellectual property rights, including copyrights. If you believe that
one of our users is, through the use of our Site and Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing
material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated
1. Your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has
allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
TYO’s Copyright Agent to receive DMCA takedown notices is Christopher Rutgers/Executive Directorfirstname.lastname@example.org You acknowledge that for us to be
authorized to takedown any content, your DMCA takedown notice must comply with all the requirements of this Section.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects
the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of
Term and Termination.
Subject to this Section, these Terms will remain in full force and effect while you use the Site or Services. You may terminate your Account at any time,
for any reason, by following the instructions on the Site. TYO may, in its sole discretion, suspend your rights to use the Site and/or Services and/or
suspend, disable, or delete your Account (or any part thereof) at any time for any reason. Upon termination of these Terms, your Account and right to
access and use the Site and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User
Content associated therewith from our live databases; however, we reserve the right to continue to use your User Content. TYO will not have any liability
whatsoever to you for any termination of the Terms, including for termination of your Account or deletion of your User Content. All provisions of these
Terms which by their nature should survive, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and
limitations of liability.
Changes to the Terms.
The Terms may be updated from time to time for any reason. We will notify you of any changes to our Terms by posting the new Terms here: mytyo.org. After
we make the change and we will change the “Last Revised” date above. If we make any substantial changes, we may notify you by sending you an e-mail to the
last e-mail address you provided to us (if any). Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following
our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These
changes will be effective immediately for new users of our Site or Services. Continued use of our Site or Services following notice of such changes shall
indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
DISPUTE RESOLUTION: ARBITRATION, CLASS ACTION WAIVER AND JURISDICTION.
Except for a claim by TYO of infringement or misappropriation of TYO’s intellectual property rights, any and all disputes between you and TYO arising under
or related in any way to these Terms must be resolved through binding arbitration as described in this Section. This agreement to arbitrate is intended to
be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Site and Services.
YOU AGREE THAT BY AGREEING TO THESE TERMS, YOU AND TYO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND TYO AGREE
THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American
Arbitration Association (“AAA“), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less,
the AAA, you and TYO must abide by the following rules: (A) the arbitration will be conducted solely based on written submissions; and (B) the arbitration
will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the
right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in San Diego, California. The arbitrator’s ruling is
binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court,
then the disputes that would otherwise have been arbitrated will be exclusively brought in the state or federal courts located in San Diego, California.
Claims of infringement or misappropriation of TYO’s intellectual property rights will be exclusively brought in the state and federal courts located in San
Diego, California. The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent
with the Federal Arbitration Act, without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of
Goods does not apply to these Terms.
Entire Agreement; Severability; Waiver.
These Terms constitute the entire agreement between you and TYO, and supersedes all prior and contemporaneous discussions between the parties with respect
to the subject matter hereof. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, the other provisions of
these Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum
extent permitted by law. No failure or delay by TYO in exercising any right hereunder will not be deemed a waiver of any other provision or of such
provision on any other occasion.
Successors; Assignment; Relationship of Parties.
This Agreement is binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal
representatives, and permitted assigns. You may not assign or transfer these Terms or your rights and obligations hereunder without TYO’s prior written
consent, and any attempted assignment or transfer in violation of the foregoing will be null and void. Your relationship to TYO is that of an independent
contractor, and neither party is an agent or partner of the other.
TYO’s contact information for any end-user questions, complaints or claims with respect to the Site of Services is: email@example.com.