Terms of use
Seed:Everyone Can Plan app
(for Android only)
Seed:Everyone Can Plan Terms and Conditions of Use
Effective Date: November 1,2021
Welcome to Seed. These Terms and Conditions of Use apply and govern your use of our mobile application (the “App”) and are designed to create a positive, law-abiding community of our users. By using Seed:Everyone Can Plan, you are agreeing to all the terms and conditions below.
Seed:Everyone Can Plan, Inc. and any successor entity (referred to throughout as “Seed:Everyone Can Plan,” “we” or “us”), offers a variety of content through the Seed:Everyone Can Plan App (collectively, the “Services”).
THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 14. THIS PROVISION AFFECTS YOUR RIGHTS TO RESOLVE DISPUTES WITH Seed:Everyone Can Plan AND YOU SHOULD REVIEW IT CAREFULLY. YOUR CHOICE TO MAINTAIN AN ACCOUNT, ACCESS OR USE THE SERVICES (REGARDLESS OF WHETHER YOU CREATE AN ACCOUNT WITH US) CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED INTO THE TERMS. IF YOU DISAGREE WITH ANY PART OF THE TERMS, THEN YOU ARE NOT PERMITTED TO USE OUR SERVICES.
Please note the summaries in shaded boxes at the top of most sections are provided to make the Terms easier to understand. In the event of a conflict between any summary and any section of the Terms, the Terms will control.
Please feel free to contact us through our Support Team if you have any questions or suggestions.
1. Use of the Services and Your Account
1.1 Service Updates, Changes and Limitations
Our Services are constantly evolving. With the launch of new products, services, and features, we need the flexibility to make changes, impose limits, and occasionally suspend or terminate certain Services. We may also update our Services, which might not work properly if you don't install the updates.
The Services change frequently, and their form and functionality may change without prior notice to you.
We may provide updates (including automatic updates) for certain Services as and when we see fit. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (collectively, “Updates”). Certain portions of our Services may not properly operate if you do not install all Updates. You acknowledge and agree that the Services may not work properly if you do not allow such Updates and you expressly consent to automatic Updates. Further, you agree that the Terms (and any additional modifications of the same) will apply to any and all Updates to the Services. We may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, database, or Content. In addition, we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any Service. We may also impose limits on certain Services or restrict your access to part or all of the Services without notice or liability.
1.2 Security
Please let us know right away if you believe your account has been hacked or compromised.
We care about the security of our users. While we work hard to protect the security of your Personal Data, User-Generated Content, and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify our Support Team immediately of any actual or suspected breach or unauthorized access or use of your account.
2. Ownership and Use of Content
2.1 Definitions
Content is what shows up in-app when you use our Services. User-Generated Content is any Content that is created by you or other users, and Seed:Everyone Can Plan Content is all other Content.
2.2 Ownership
You own the Content that you create, and we own the Content that we create.
All Seed:Everyone Can Plan Content and all copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Services belong to Seed:Everyone Can Plan. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through the Services unless specifically authorized in writing by us.
2.3 Our License to You
You are welcome to access and use the Seed:Everyone Can Plan Content and Services. We work hard to provide a great experience for our users, so please respect our intellectual property rights and only use the Seed:Everyone Can Plan Content and Services as intended. This includes not using any Seed:Everyone Can Plan Content or Services for commercial purposes without our permission.
Subject to your compliance with these Terms, we grant you a limited, revocable, personal, non-transferable, and non-exclusive right and license to access and use the Services and Seed:Everyone Can Plan Content for your own personal, noncommercial purposes, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, grant a security interest in, transfer or otherwise commercially exploit any right in the Seed:Everyone Can Plan Content or Services.
2.4 Acceptable Usage Guidelines
2.4.1 Seed:Everyone Can Plan Content. Except as expressly permitted by applicable law or authorized by Seed:Everyone Can Plan, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Services’ software, or any Seed:Everyone Can Plan Content offered as part of the Services (other than User-Generated Content), in whole or in part. You shall not download, copy, or save Seed:Everyone Can Plan Content, except (i) as expressly permitted by the functionality of certain Services as provided for in the specific guidelines and/or additional terms applicable to those Services, or (ii) solely for personal use or your records.
2.4.2 Commercial Usage of the Services. The Services are intended only for your personal, non-commercial use. You shall not use the Services (other than certain Commercial Tools) to sell a product or service, increase traffic to your own website or a third-party website for commercial reasons (such as advertising sales), or otherwise undertake any endeavor aimed at deriving revenue. For example, you shall not take the results from a search of the Services and reformat and display them, or mirror our home pages or results pages on your website. Moreover, you shall not “meta-search” our Services. If you seek to make commercial use of the Services other than through the Commercial Tools, you must enter into an agreement with us to do so in advance. By using any of the Commercial Tools, you acknowledge and agree to the Terms and any additional terms and conditions applicable to those select Services.
2.4.3 Linking to the Services. If you would like to link to our Services on your website or App, please follow these rules: (i) any link to the Services must be a text only link clearly marked “Seed:Everyone Can Plan” (without the use of any other trademark, logo copyright or any other intellectual property asset owned or controlled by Seed:Everyone Can Plan) or in some other format directed by us, (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with our marks, (iii) the link must “point” to the root domain name of the Services and not to other pages within the Services, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Seed:Everyone Can Plan, (v) when selected, the link must display the Service on full-screen and not within a “frame” on the linking website or service, and (vi) we reserve the right to revoke its consent to the link at any time and in its sole discretion, and upon our notification to you of such revocation of consent, you agree to promptly remove the relevant link.
3. Intellectual Property/ DMCA
We respect intellectual property laws. If anything is wrong, please send an email with all the details to legal@everyonecanplan.com.
If you believe Seed:Everyone Can Plan Content infringes copyright or trademark under U.S. or other national law, please notify us immediately using the contact information provided herein. It is our policy to investigate any allegations of infringement brought to our attention. Please provide us with the following information in your notice of a suspected violation:
Identification of the material being infringed.
Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.
A statement that the Notifying Party has a good faith belief that the material is not authorized by the owner, its agent or law.
A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the owner.
An electronic signature of a person authorized to act on behalf of the owner of the material that has been allegedly infringed.
Your notice must be signed and must be addressed as follows: ideare labs, 821 Herndon Ave #141545, Orlando FL 32814
Attn: DMCA Requests
You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid. Some information provided in a notice of infringement may be forwarded to the user who posted the allegedly infringing content. In the U.S., under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Please see www.copyright.gov for more information about how to prepare or respond to a DMCA notice and/or www.uspto.gov/trademark for more information about trademark rights.
4. Mobile Services
While we strive to make the Services available on many platforms, we can't guarantee that the App is compatible with your device (though please let us know if you have a question or problem; we want to help). If you use the App, your standard data and messaging rates will apply, and the rules of the app store from which you are downloading will also apply.
4.1 Wireless Carrier and Device Considerations
To use or access our App, you will need a compatible device. We cannot guarantee the App will be compatible with, or available on, your device. We do not charge for use of the App. Your phone company’s normal messaging, data, and other rates and fees, however, will still apply. You may be required pay fees to access certain special features and content included in our Premium Subscriptions (as described in Section 7).
4.2 Mobile Application License
We hereby grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App downloaded directly from a legitimate marketplace, solely in object code format and solely for your personal use for lawful purposes. With respect to any open source or third-party code that may be incorporated in the App, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
4.3 App Stores
If you download the App from a third-party app store (the “App Provider”), you acknowledge and agree that:
The Terms are an agreement between us, and not with the App Provider. As between Seed:Everyone Can Plan and the App Provider, Seed:Everyone Can Plan is solely responsible for its applications;
The App Provider has no obligation to provide any maintenance and support services with respect to the App;
In the event of any failure of the App to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider may refund the purchase price for the App to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be, as between Seed:Everyone Can Plan and the App Provider, Seed:Everyone Can Plan’s responsibility;
The App Provider is not responsible for addressing any claims you have relating to the App or your possession and use of the App;
If a third party claims the App infringes another party’s intellectual property rights, as between the App Provider and Seed:Everyone Can Plan, Seed:Everyone Can Plan will be responsible for the investigation, defense, settlement and discharge of any such claim to the extent required by these Terms;
The App Provider and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the App. Upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof; and
You must also comply with all applicable third-party terms of service when using the App.
5. Paid Services
If you choose to subscribe to any of our enhanced, paid services like our Premium Subscriptions, these are the payment and billing terms that apply. Paid services and billing may auto-renew unless you cancel. You may cancel at any time.
5.1 Payment Terms
We offer certain premium versions of the Services (e.g., Premium Subscriptions) (the “Premium Services”) for a fee. By signing up for and using the Premium Services, you agree to our Terms, and any additional terms and conditions provided here. You also agree to waive your 14-day right of withdrawal at the moment you subscribe to the Premium Services to the maximum extent permitted by applicable law, so that you are able to immediately access them.
The Premium Services provide you access to certain enhanced content, features and functionality (e.g., setting macros by grams, an ad-free experience and per day ). By signing up for and using the Premium Services, including signing up for Free Trials of the Premium Services, you agree to pay any fees or other incurred charges that apply to the Premium Services (such as ongoing subscription fees).
When you sign up for the Premium Services, you must designate and provide information about your preferred payment method (“Payment Method”). This information must be complete and accurate, and you are responsible for keeping it up to date. You expressly authorize us to collect via automatic debit or ACH from your Payment Method the appropriate fees charged for the Premium Services and for any other purchases you elect to make via the Services.
You can choose to pay for the Premium Services on a monthly or annual basis. Subscriptions will automatically renew unless canceled within 24-hours before the end of the current period. You can cancel anytime within the settings of the device, not within the app.
5.2 Termination or Cancellation of Premium Services
If you do not pay the fees or charges due for your use of the Premium Services, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Premium Services (and may do so without notice).
You can cancel the Premium Services at any time. More information on how to cancel can be found here. Once you have cancelled your Premium Service and received confirmation, no other changes can be made to your account. The cancellation of a Premium Service will go into effect at the end of your current billing cycle, and you will have the same level of access to the Premium Service through the remainder of such billing cycle. For example, if you are billed on a monthly basis and cancel during a given month, you will be charged for the entirety of that month and maintain access to the Premium Service through the end of that month.
There are no refunds for termination or cancellation of your Premium Service. If you no longer wish to subscribe to a Premium Service, it is your responsibility to cancel your Premium Service in due time, regardless of whether or not you actively use the Premium Service.
5.3 Fee Changes
To the maximum extent permitted by applicable laws, we may change our prices for Premium Services at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on or through the applicable Premium Service and/or by sending you an email notification. If you do not wish to pay the new prices, you can cancel the applicable Premium Service prior to the change going into effect.
5.4 Discount, Coupon or Gift Codes
If you have received a discount, coupon or gift code to a Premium Service, the following terms and conditions apply in addition to the terms and conditions of the specific code. To redeem a discount or coupon code, log in to Seed:Everyone Can Plan and enter the applicable code to take advantage of the relevant promotion. All discounts, gift and coupon codes can only be applied when subscribing to Premium Services, and to accounts not already subscribed to Premium Services. Discount, coupon and gift codes cannot be combined with any other sales, promotion or coupon, and cannot be exchanged, refunded, replaced or redeemed for cash or payment of accounts. A payment method may be required to redeem a discount or coupon code. It is your own responsibility to use a discount, coupon or gift code before it expires, and expired codes cannot be refunded or extended. It is also your responsibility to terminate the Premium Service before the end of a free or discounted period if you do not want to continue with a Premium Service at the regular price. The terms and conditions of a specific discount, coupon or gift code may include additional restrictions on its use, including but not limited to the type of plan, duration of free or discounted Premium Service, coupon validity dates, and/or purchase quantities. Seed:Everyone Can Plan reserves the right to cancel discounts and coupon promotions at any time.
5.5 Free Trials
We sometimes offer free trials of our Premium Services or other promotional offers (each a “Free Trial”). A Free Trial provides you access to the Premium Services for a period of time, with details specified when you sign up for the offer.
In order to sign up for a Free Trial, you may need to provide us with your preferred Payment Method. As soon as you submit your payment details, your Free Trial will begin. You will not be charged until the Free Trial period ends.
Unless you cancel before the end of the Free Trial, or unless otherwise stated, your access to the Premium Service will automatically continue and you will be billed the applicable fees for that Premium Service using the Payment Method you provided. All incurred charges are final and non-refundable, except at our sole discretion and in accordance with the rules governing each Premium Service. We may send you a reminder when your Free Trial is about to end, but we do not guarantee any such notifications. It is ultimately your responsibility to know when the Free Trial will end if you decide you do not want to become a paying Premium Services user after the Free Trial period.
If you decide you do not want to become a paying Premium Services user, you must cancel your subscription before the end of the Free Trial period. Depending on the applicable Premium Service, you may lose access as soon as you cancel or at the end of the Free Trial period. Once you have cancelled your Free Trial and received confirmation, you cannot resume the Free Trial period even if it was not used for the entire duration of the offer.
Premium Service features and content may change at any time, and we cannot guarantee any specific feature or content will be available for the entire Free Trial period. The rates in effect when you sign up for the Free Trial will be the same when the Free Trial ends, unless we notify you otherwise. We reserve the right, in our absolute discretion, to modify or terminate any Free Trial offer, your access to the Premium Services during the Free Trial, or any of these terms without notice and with no liability. You may not sign up for more than one Free Trial of a given Premium Service at the same time, and we reserve the right to limit your ability to take advantage of multiple Free Trials.
6. Disclaimer Regarding Accuracy and Reliance on Content
We make no representations or warranties as to the accuracy, reliability, completeness or timeliness of any Content available through the Services, and we make no commitment to update such Content.
7. Modifications to the Terms
As the Services grow and improve, we might have to make changes to these Terms.
7.1 Updates to these Terms
We reserve the right to modify these Terms by (i) posting revised Terms on and/or through the Services, and/or (ii) providing advance notice to you of material changes to the Terms, generally via email where practicable, and otherwise through the Services (such as through a notification on the home page of the Seed:Everyone Can Plan website or in -app). Modifications will not apply retroactively unless required by law.
We may sometimes ask you to review and to explicitly agree to or reject a revised version of the Terms. In such cases, modifications will be effective at the time of your agreement to the modified version of the Terms. If you do not agree at that time, you are not permitted to use the Services. In cases where we do not ask for your explicit agreement to a modified version of the Terms, the modified version of the Terms will become effective as of the date specified in the Terms. Your choice to maintain an account, access or use the Services (regardless of whether you create an account with us) following that date constitutes your acceptance of the terms and conditions of the Terms as modified. If you do not agree to the modifications, you are not permitted to use, and should discontinue your use of, the Services.
8. No Warranties
EXCEPT WHERE PROHIBITED BY LAW, Seed:Everyone Can Plan EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS. Without limiting the foregoing, you understand that, to the maximum extent permitted by applicable law, we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, availability, or reliability of any of the Services or any Content. To the maximum extent permitted by applicable law, we do not warrant that (i) the Services will meet your requirements or provide specific results, (ii) the operation of the Services will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. Any oral or written advice provided by our agents or us does not and will not create any warranty. To the maximum extent permitted by applicable law, we also make no representations or warranties of any kind with respect to any Content; User-Generated Content, in particular, is provided by and is solely the responsibility of the users providing that Content. No advice or information, whether oral or written, obtained from other users or through the Services, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
9. Limitation of Liability
We are building the best Services we can for you but we can't promise they will be perfect. We're not liable for various things that could go wrong as a result of your use of the Services.
To the maximum extent permitted by applicable law, under no circumstances (including, without limitation, negligence) shall Seed:Everyone Can Plan, its subsidiaries, partners or any wireless carriers be liable to you or any third party for (a) any indirect, incidental, special, reliance, exemplary, punitive, or consequential damages of any kind whatsoever; (b) loss of profits, revenue, data, use, goodwill, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the Services; (d) damages relating to any conduct or Content of any third party or user of the Services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any Third-Party Content or Third-party Products accessed or used via the Services. To the maximum extent permitted by applicable law, this limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Seed:Everyone Can Plan has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of Seed:Everyone Can Plan, for any claim under these Terms, including for any implied warranties, is limited to the greater of five hundred dollars (us $500.00) or the amount you paid us to use the applicable Service(s) in the past twelve months.
In particular, to the extent permitted by applicable law, we are not liable for any claims arising out of (a) your use of the Services, (b) the use, disclosure, display, or maintenance of a user’s Personal Data, (c) any other interactions with us or any other users of the Services, even if we have been advised of the possibility of such damages, or (d) other Content, information, services or goods received through or advertised on the Services or received through any links provided with the Services.
To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services’ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms, that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and form an essential basis of the bargain between you and us. We would not be able to provide the Services to you on an economically reasonable basis without these warranty disclaimers, releases, and limitations of liability.
If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
If you are a resident of New Jersey: Notwithstanding anything herein to the contrary, nothing in these Terms limits or excludes our responsibility for losses or damages caused by Seed:Everyone Can Plan’s own fraud, recklessness, gross negligence or willful misconduct.
10. Indemnification
If you are a resident of the United States or any location other than France or Germany: To the maximum extent permitted by applicable law, you agree to indemnify and hold Seed:Everyone Can Plan, its affiliates and partners harmless from any claim or demand, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the User-Generated Content you access or share through the Services; (b) your use of the Services, (c) your activities in connection with the Services, (d) your connection to the Services, (e) your violation of these Terms, (f) your use or misuse of any user’s Personal Data, (g) any violation of the rights of any other person or entity by you, or (h) your employment of the Services to meet another user in person. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
If you are a resident of France or Germany: Notwithstanding the previous paragraph, you agree to indemnify and hold Seed:Everyone Can Plan, its affiliates and partners harmless from any claim or demand as result of your negligent or intentional behavior, including reasonable accounting and attorneys’ fees, made by any third party due to or arising out of (a) the Content (including User-Generated Content) you access through the Services; (b) your violation of these Terms, (c) your use or misuse of any user’s Personal Data, (d) any violation of the rights of any other person or entity by you, or (e) your employment of the Services to meet another user in person. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under the Terms, and you agree to cooperate with our defense of these claims.
If you are a resident of New Jersey: Notwithstanding anything herein to the contrary, nothing in these Terms imposes an obligation for you to indemnify us from claims arising out of Seed:Everyone Can Plan’s own fraud, recklessness, gross negligence or willful misconduct.
11. Governing Law
If you are a resident of the United States or any non-European Union location: These Terms shall be governed by and construed in accordance with the laws of the New York and controlling U.S. federal law as applicable, without regard to its conflict of law principles.
If you are a resident of the European Union: These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.
12. Disputes and Arbitration, Class Action Waiver, Jurisdiction and Venue
If you are a resident of the United States:
Arbitration Agreement
YOU AND Seed:Everyone Can Plan AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (A “DISPUTE”) TO BINDING ARBITRATION. To the maximum extent permitted by applicable law, you and Seed:Everyone Can Plan agrees that any disputes arising out of or related to your use of the Services (a “Dispute”) will be resolved by binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”). In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator's decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator's award may be entered in any court having jurisdiction thereof. Such dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of Disputes relating to your general use of the Services under the Consumer Arbitration Rules of the American Arbitration Association. Please visit www.adr.org for more information about arbitration.
Any arbitration between you and us, to the extent necessary, will be conducted remotely as provided below.
The arbitration will be conducted in English. A single independent and impartial arbitrator will be appointed pursuant to the rules of the American Arbitration Association. The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), and these Terms, except that a court may resolve any question regarding the validity or enforceability of the class action waiver set forth in this Arbitration Agreement. The term "Dispute" and the requirement to arbitrate will be broadly interpreted.
Both you and we agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens for everyone involved:
the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;
the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and
any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement describing the reasons for the disposition of any claim.
You also acknowledge and understand that, with respect to any dispute with us arising out of or relating to your choice to maintain an account, access or use the Services:
You are giving up your right to have a trial by jury;
You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and
You must file any claim within one (1) year after such claim arose or it is forever barred.
Payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association’s rules. Seed:Everyone Can Plan will reimburse you for those fees up to $5,000, unless the arbitrator determines your claims are frivolous. Likewise, Seed:Everyone Can Plan will not seek attorneys' fees and costs in arbitration unless the arbitrator determines your claims are frivolous.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION AGREEMENT, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU ACCEPT THESE TERMS, OR (2) THE DATE YOU FIRST AGREED OR ASSENTED TO AN AGREEMENT WITH SEED:EVERYONE CAN PLAN THAT CONTAINED AN ARBITRATION PROVISION. The opt-out notice must be postmarked no later than the applicable deadline and emailed to: legal@everyonecanplan.com. The opt-out notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number and email address. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.
If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in New York, New York, and you and we hereby submit to the personal jurisdiction and venue of these courts. You and Seed:Everyone Can Plan agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and Seed:Everyone Can Plan waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor Seed:Everyone Can Plan may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding.
This agreement to arbitrate will not preclude you or Seed:Everyone Can Plan from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Seed:Everyone Can Plan from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Seed:Everyone Can Plan’s intellectual property rights.
If you are a resident of the European Union: Notwithstanding anything in these Terms to the contrary, if there is a dispute that you and Seed:Everyone Can Plan cannot resolve, you have the right to submit a complaint through http://ec.europa.eu/consumers/odr. Other than as set out in these Terms, we do not participate in any ADR scheme.
In addition, nothing in these Terms limits your rights to bring an action against Seed:Everyone Can Plan in the local courts of your place of domicile. All disputes arising under the Terms between you and Seed:Everyone Can Plan will be subject to the non-exclusive jurisdiction of the courts located in your place of domicile, or the courts located in the Netherlands, and you and we hereby submit to the personal jurisdiction and venue of these courts.
If you are a resident of Finland: Notwithstanding anything in these Terms to the contrary, if there is a dispute that you and Seed:Everyone Can Plan cannot resolve, you have the right to submit a complaint to the local Consumer Disputes Board or other corresponding body.
If you are a resident of Denmark: Notwithstanding anything in these Terms to the contrary, if there is a dispute that you and Seed:Everyone Can Plan cannot resolve, you have the right to submit a complaint to the Danish Competition and Consumer Authority (Konkurrence- og Forbrugerstyrelsen, Center for Klageløsning, Carl Jacobsens Vej 35, 2500 Valby, mail: cfk@kfst.dk).
13. International Terms
If you are not a United States resident and you are accessing our Services from outside the United States, you agree to transfer certain information outside your location to us, and that you will follow all the laws that apply to you.
We provide our Services for a global community of users. Our servers and operations are, however, located primarily in the United States, and our policies and procedures are based primarily on United States law. Because of this, the following provisions apply specifically to users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information, including but not limited to User-Generated Content and any Personal Data, to and in the United States and/or other countries; (ii) if you are using the Services from a location embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or make use of the Services; and (iii) you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the location in which you reside and the location from which you access the Services. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or location where such distribution or use would be contrary to law or regulation, or which that would subject Seed:Everyone Can Plan or its affiliates to any registration requirement within such jurisdiction or location.
The names used for countries or regions in these Terms, the Privacy Policy and any associated features or documentation are based on the United Nations Terminology Database.
If you are a resident of the European Union, Hong Kong (SAR of China), Russia, New Zealand or South Korea: Notwithstanding anything in these Terms to the contrary, please note that certain jurisdictions may not allow the waiver or limitation of certain warranties, liabilities or damages under mandatory law, so some of the exclusions and limitations in these Terms may not apply to you. Nothing in these Terms limits or excludes our responsibility for (1) fraudulent representations made by us, (2) death or personal injury caused by our negligence or willful misconduct, or (3) non-execution of any material contractual obligation.
If you are a resident of Germany, France, Austria or Finland: Notwithstanding anything in these Terms to the contrary, the qualifier “to the maximum extent permitted by law” and other qualifiers of similar effect shall be deemed to be deleted from the Terms everywhere it appears and shall have no force and effect.
14. Survival
If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including without limitation Sections 2 (Ownership and Use of Content), 8 (No Warranties), 9 (Limitations of Liability), 10 (Indemnification), 12 (Disputes and Arbitration, Jurisdiction and Venue), and 14 (Survival).
15. Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the Services. The Terms constitute the entire agreement between you and us with respect to your use of the Services.
Our failure to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate, or otherwise transfer your account or your obligations under these Terms without our prior written consent. We have the right, in our sole discretion, to transfer or assign all or any part of our rights under these Terms and will have the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the Services.
Our notice to you via email, regular mail, or notices or links displayed in connection with the Services constitutes acceptable notice to you under the Terms. We are not responsible for your failure to receive notice if email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address. Notice will be considered received forty-eight hours after it is sent if transmitted via email or regular mail. In the event that notice is provided via links displayed in connection with the Services, then it will be considered received twenty-four hours after it is first displayed.
16. Contact Us
If you have any feedback, questions or comments about the Services, please contact our Support Team by email (support@everyonecanplan.com) , and include the subject as “Attn: –Seed:Everyone Can Plan Terms and Conditions of Use”. Please be sure to include inany email or postal mail your full name, email address, postal address, and any message.