# DAVIDFRANCISSINGER.COM TERMS & CONDITIONS
**Last updated: December 17, 2024**
## AGREEMENT OVERVIEW
THESE TERMS AND CONDITIONS (THIS "AGREEMENT") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND DAVID FRANCIS, LLC ("WE" OR "DAVID FRANCIS"), THE OWNER AND OPERATOR OF THE DAVIDFRANCISSINGER.COM WEBSITE (THE "WEBSITE").
This Agreement governs your use of the Website and the Memberships (as defined below) sold through the Website. By accessing or using the Website, you acknowledge that you accept and agree to comply with this Agreement. If you do not accept this Agreement, you are not permitted to access or use the Website or purchase Memberships.
## 1. CHANGES TO TERMS; PERSONAL INFORMATION/PRIVACY
### 1.1 CHANGES TO TERMS
DAVID FRANCIS may add to, change, or remove any part of the Website, including, without limitation, any Content (as defined below), at any time without prior notice to you. DAVID FRANCIS also reserves the right to modify this Agreement at any time.
When we make changes to the Agreement:
- We will revise the "Last updated" date at the top of the Agreement
- We will notify you by either prominently posting a notice of such changes on the Website or by emailing you
We encourage you to review this Agreement whenever you visit the Website. By continuing to access and use the Website after any changes have been posted, you indicate your acceptance of such changes, even if you have not reviewed them.
### 1.2 PERSONAL INFORMATION/PRIVACY
Customers agree to provide accurate, current, and complete information to DAVID FRANCIS as required for signing up for and purchasing Memberships (as defined in Section 3.1). DAVID FRANCIS reserves the right to block further Membership sales to Customers who provide false, inaccurate, or incomplete data.
You agree that DAVID FRANCIS may:
- Store and use personal information you provide to process your Membership orders
- Bill Membership fees to your credit or debit card
- Use your information as otherwise permitted under applicable law
Please refer to our Privacy Policy at [www.davidfrancissinger.com/privacy](http://www.davidfrancissinger.com/privacy) for more information regarding DAVID FRANCIS's collection, use, and storage of your personal information. You hereby agree that we may use your personal information according to the terms of the Privacy Policy.
## 2. PASSWORDS; USE OF SITE; SYSTEM REQUIREMENTS; PROHIBITIONS; INDEMNIFICATION
### 2.1 PASSWORDS
### Third-Party Login Credentials
You may utilize functionality that allows you to log in to this Website using login credentials from existing accounts on various third-party websites ("Third-Party Site Log-in Credentials"), including but not limited to:
- Facebook Connect
- Yahoo
- Google
- Twitter
- Windows Live ID
- LinkedIn
- AOL
- Live Journal
- WordPress
- Blogger
- Salesforce
If applicable, you may configure privacy settings in your third-party website account to permit your activities on this Website to be shared with your contacts.
Your use of any third-party website through which you log in using Third-Party Site Log-in Credentials is governed by that third-party website's:
- Terms of use
- Privacy policy
- Password and account security policies
- User-generated content posting policies
- Acceptable use policies
### DAVID FRANCIS Password
If you do not use Third-Party Site Log-in Credentials, you will need a password specific to this Website ("**DAVID FRANCIS Password**") to use certain functions and areas.
You are responsible for:
- Maintaining the confidentiality of your passwords
- All activities that occur using your passwords
You agree not to:
- Share your passwords
- Let anyone else access your passwords
- Do anything that might jeopardize password security
You agree to notify DAVID FRANCIS if:
- Your DAVID FRANCIS Password is lost, stolen, or disclosed to an unauthorized third party
- There is unauthorized use of your password on this Website
- You know of any other security breach related to this Website
### 2.2 USE OF SITE AND CONTENT
Subject to your compliance with this Agreement and payment of applicable fees, DAVID FRANCIS grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to:
- Access the Website
- Use the audio clips, video clips, files, editorial content, information, text, images, graphics, user and visual interfaces, applications, software, and other materials displayed on the Website (collectively, the "Content")
This license is solely for your personal, non-commercial use. The term "Content" does not include any Submissions (as defined in Section 5.2).
**Restrictions:**
- You may not copy, modify, reproduce, publicly display, perform, distribute, or otherwise use the Content except as expressly outlined in this Agreement
- You may not remove any copyright or other proprietary notices from any Content
If you breach any term of this Agreement, your authorization to use the Website, Content, and your Membership (if applicable) automatically terminates without notice, and you must immediately destroy any copies of the Content in your possession.
### 2.3 SYSTEM REQUIREMENTS
To obtain and make full use of the Website and Content, you need:
- A broadband Internet connection
- A modern device and browser
- Any software or hardware necessary for playing digital audio and video files
Minimum display resolution requirements:
- Computers: 1024×768
- Mobile devices: 960×480
DAVID FRANCIS reserves the right to change any minimum system requirements at any time.
### 2.4 PROHIBITIONS
### Website and Content Usage Restrictions
You represent and warrant that you will not, and will not induce any third party to:
a) Attempt to disable or circumvent security mechanisms used by the Website or Content, or attempt to gain unauthorized access to any portion of the Website, Content, or connected systems through:
- Hacking
- Password "mining"
- Any other illegal means
b) Use automated tools to access or monitor the Website, including:
- "Deep-links"
- "Page-scrapers"
- "Robots"
- "Spiders"
- Other automatic devices, programs, algorithms or methodologies
- Any comparable manual processes
c) Use any device, software, or routine to:
- Interrupt or interfere with Website operation
- Attempt to interrupt or interfere with Website operation
- Interfere with any other person's use of the Website
d) Breach any security measures implemented on the Website or in the Content
e) Track or trace information about other Website visitors
f) Use the Website or Content for:
- Illegal purposes
- Soliciting, facilitating, encouraging, condoning, or inducing illegal activity
- Any purpose prohibited by this Agreement or applicable laws
g) Attempt to extract or modify proprietary software by:
- Copying
- Modifying
- Creating derivative works
- Reverse engineering
- Decompiling
- Otherwise attempting to access source code
### Product and File Usage Restrictions
You further represent and warrant that you will not, and will not induce any third party to:
a) Copy any Products or share any digital download of a Product (a "**File**") with others
b) Attempt to:
- Disable or circumvent security mechanisms in any Product or File
- Gain unauthorized access to any portion of any Product or File
c) Use any Product or File for:
- Illegal purposes
- Soliciting, facilitating, encouraging, or inducing illegal activity
- Any purpose violating this Agreement or applicable laws
The commercial use, copying, or sharing of Files is strictly forbidden. DAVID FRANCIS reserves the right to inform law enforcement of suspected misuse.
You agree to download Files only to:
- Machines you own
- Machines for which you are the authorized primary user and have permission to download Files
DAVID FRANCIS accepts no responsibility for losses arising from downloading Files to unauthorized machines.
### 2.5 INDEMNIFICATION
You agree to defend, indemnify, and hold harmless each of the DAVID FRANCIS Parties (as defined in Section 7.1) from and against any:
- Losses
- Liabilities
- Damages
- Claims (including attorneys' fees and costs)
This indemnification applies to claims arising from:
- Your breach of this Agreement
- Your use or misuse of the Website, Content, or Products
- Your participation in posting areas on the Website
- Your Submissions (as defined in Section 5.2) to the Website
## 3. MEMBERSHIPS
### 3.1 TERMS FOR SALE OF MEMBERSHIPS
DAVID FRANCIS sells yearly "Ultimate Access Pass" memberships through this Website that provide end-user customers with:
- Personal access to exclusive Content
- Ticket pre-sales
- Other member benefits
These are collectively referred to as "Membership(s)".
**Restrictions:**
- You may not purchase a Membership for distribution, resale, or any commercial purpose
- You may not share your Membership with anyone else
- All Membership rights and privileges are personal and non-transferable
### 3.2 MEMBERSHIP FEE PAYMENT METHODS, AUTOMATIC RENEWALS, AND CANCELLATION POLICY
**Payment Methods:**
DAVID FRANCIS accepts credit and debit card payments (Visa, MasterCard, American Express, and Discover).
**Initial Billing:**
- Standard Memberships: We charge your card on the date we process your order
- Free Trial Memberships: We charge your card upon expiration of the free trial period
**Access Confirmation:**
Once your card is charged, you will receive a confirmation email notifying you of your ability to access Membership-only portions and Content on the Website.
**Currency and Refunds:**
- All sales and payments are in US Dollars
- All Membership fees are non-refundable under any circumstances
**IMPORTANT CONSUMER NOTICE REGARDING AUTOMATIC RENEWAL:**
**DAVID FRANCIS WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP ON EACH YEARLY ANNIVERSARY OF THE DATE THAT DAVID FRANCIS FIRST CHARGES YOUR CREDIT OR DEBIT CARD FOR THE FIRST MEMBERSHIP FEE. AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, DAVID FRANCIS WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE YEARLY MEMBERSHIP FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR MEMBERSHIP FEE PAYMENT (UNLESS YOU CANCEL BEFORE THE ANNIVERSARY DATE).**
**FOR MEMBERSHIPS WITH FREE TRIAL PERIODS:**
**IF YOU DO NOT CANCEL YOUR MEMBERSHIP BEFORE THE FREE TRIAL PERIOD EXPIRES, DAVID FRANCIS WILL AUTOMATICALLY CHARGE YOU FOR THE FIRST YEARLY MEMBERSHIP FEE UPON EXPIRATION OF THE FREE TRIAL PERIOD AND FOR EACH SUBSEQUENT YEARLY MEMBERSHIP FEE ON THE YEARLY ANNIVERSARY OF THE FIRST BILLING DATE.**
**ADDITIONAL RENEWAL INFORMATION:**
- **EACH MEMBERSHIP RENEWAL PERIOD IS ONE YEAR**
- **YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME BY EMAILING** [**CANCEL@DAVIDFRANCISSINGER.COM**](mailto:CANCEL@DAVIDFRANCISSINGER.COM)
- **MEMBERSHIP FEES CHARGED BEFORE CANCELLATION WILL NOT BE REFUNDED**
- **DAVID FRANCIS REQUIRES REASONABLE TIME TO PROCESS CANCELLATION REQUESTS**
- **AFTER CANCELLATION, YOUR MEMBERSHIP BENEFITS CONTINUE UNTIL THE END OF THE CURRENT PAID TERM**
- **NO PRO-RATED REFUNDS WILL BE ISSUED FOR UNUSED PORTIONS OF YOUR MEMBERSHIP TERM**
### 3.3 MEMBERSHIP PRICING
The yearly fee for your Membership will be the price posted on the Website on the date you submit your order. DAVID FRANCIS reserves the right to change Membership prices at any time and does not provide price protection or refunds in the event of promotions or price decreases.
You are responsible for all applicable sales and use taxes based on the mailing address provided with your order. You authorize DAVID FRANCIS to charge your credit or debit card for these applicable taxes.
## 4. SALE OF PRODUCTS
**IMPORTANT NOTICE TO CONSUMER: EXCEPT FOR THE SALE OF MEMBERSHIPS AS SET FORTH ABOVE IN SECTION 3, ALL COMPACT DISCS, DIGITAL MUSIC FILES AND OTHER MERCHANDISE (COLLECTIVELY AND INDIVIDUALLY, THE "PRODUCT(S)") OFFERED ON THE WEBSITE SHALL BE DIRECTLY ORDERED FROM, SOLD BY AND SUPPLIED BY MYPLAY AND NOT DAVID FRANCIS.**
## 5. PROPRIETARY RIGHTS; SUBMISSIONS; COPYRIGHT INFRINGEMENT
### 5.1 PROPRIETARY RIGHTS
You acknowledge and agree that DAVID FRANCIS or its licensors own all legal rights, titles, and interests in and to the Website and Content, including all intellectual property and proprietary rights, such as:
- Patent rights
- Copyright rights
- Trademark rights
- Trade secret rights
This applies whether such rights are registered or unregistered, and wherever in the world those rights may exist.
As between you and DAVID FRANCIS, the following are owned exclusively by DAVID FRANCIS or its licensors:
- All Content
- Website design, structure, selection, coordination, expression, 'look and feel,' and arrangement
- Domain names, trademarks, service marks, proprietary logos, and distinctive brand features
- Music, musical compositions, lyrics, arrangements, artistic expression, artwork, and other features of songs and related content in the Products
**No Implied Rights:**
- Nothing in this Agreement gives you the right to use any of DAVID FRANCIS's or its licensors' trade names, trademarks, service marks, logos, domain names, or other distinctive brand features
- Any burning or exporting capabilities are solely an accommodation to the Customer and do not constitute a grant or waiver of any rights of the copyright owners
- Your purchase of Products (including Files) does not transfer any commercial or promotional use rights to you
- All rights not expressly granted by DAVID FRANCIS under this Agreement are reserved
- There are no implied rights
### 5.2 SUBMISSIONS
### Your Responsibility
You acknowledge that you are responsible for all information, opinions, messages, comments, photos, and other content that you submit, upload, post, or otherwise make available on the Website (each, a "**Submission**"), including on message boards, comments sections, or similar forms. You, not DAVID FRANCIS, have complete responsibility for each Submission you make, including its:
- Legality
- Reliability
- Appropriateness
- Trademark and copyright ownership
### License Grant
You agree that DAVID FRANCIS may use your Submissions without restriction. You grant to DAVID FRANCIS a:
- Non-exclusive
- Perpetual
- Worldwide
- Irrevocable
- Fully paid-up
- Royalty-free
- Sublicensable (through multiple tiers of licensees)
license in all media (whether currently known or invented in the future) to:
- Link to
- Use
- Reproduce
- Create derivative works from
- Syndicate
- Distribute
- Transmit
- Broadcast
- Publicly display
- Publicly perform
your Submissions, without notice or payment to you or any third party. You waive and agree not to assert any moral or similar rights in the Submissions against DAVID FRANCIS or its successors.
### Third-Party Rights
You agree not to upload, post, or make available any material protected by copyright, trademark, or other proprietary rights without express permission from the owner. You are responsible for determining whether such rights protect any material.
You shall be solely liable for any damage resulting from:
- Infringement of copyrights, trademarks, or proprietary rights
- Any other harm resulting from your Submissions
### Representations and Warranties
You represent and warrant that:
1. You own all Submissions posted by you or have the right to grant the license to DAVID FRANCIS
2. Your Submissions do not violate anyone's rights (privacy, publicity, trademark, copyright, contract, etc.)
You agree to pay all royalties, fees, damages, and other monies owed to any person because of your Submissions.
### Prohibited Submission Content
When submitting content or using the Website, you agree not to:
- Defame, abuse, harass, stalk, threaten, or violate others' legal rights
- Use racially, ethnically, or otherwise offensive language
- Discuss or incite illegal activity
- Use explicit/obscene language or post sexually explicit images
- Post content that exploits children/minors or depicts animal cruelty
- Post copyrighted/trademarked materials without permission
- Disseminate unsolicited advertising, 'spam,' 'chain letters,' 'pyramid schemes,' etc.
- Use automated means to access the Website
- Impose unreasonable loads on our infrastructure
- Alter others' opinions or comments on the Website
This list is not complete or exclusive. DAVID FRANCIS reserves the right to:
- Terminate your account access and posting ability
- Refuse, delete, or remove any Submissions with or without cause or notice
- Report potentially illegal actions to law enforcement
- Cooperate with law enforcement in investigations of alleged illegal activity
These prohibitions do not require DAVID FRANCIS to monitor, police, or remove any Submissions.
### 5.3 COPYRIGHT AND TRADEMARK INFRINGEMENT
DAVID FRANCIS respects intellectual property rights and maintains a policy of:
- Removing Content and Submissions that infringe third-party copyrights and/or trademarks
- Suspending or terminating accounts of users who violate copyright and/or trademark law
- Where appropriate, blocking such users' access to the Website
**DMCA Notification Process:**
If you are a copyright and/or trademark owner (or an authorized agent) and believe your work is being infringed on our Website, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated agent with the following information in writing:
1. Your physical or electronic signature
2. Identification of the copyrighted and/or trademarked work claimed to have been infringed
3. Identification of the allegedly infringing material, including:
- What should be removed or disabled
- Information sufficient for DAVID FRANCIS to locate the material
4. Your contact information, including:
- Address
- Telephone number
- Email address (if available)
5. A statement that you have a good faith belief that use of the material is not authorized by:
- The copyright/trademark owner
- The owner's agent
- The law
6. A statement, under penalty of perjury, that:
- The information in your notification is accurate
- You are, or are authorized to act on behalf of, the owner of the exclusive right allegedly infringed
## 6. FEEDBACK AND THIRD PARTY WEBSITES
### 6.1 FEEDBACK
If you send or transmit communications, comments, questions, suggestions, or related materials to DAVID FRANCIS by any means (collectively, "Feedback") suggesting changes to our Website, Content, Products, or Memberships (including new features or functionality), all such Feedback is and will be treated as:
- Non-confidential
- Non-proprietary
You assign all rights, titles, and interests in your Feedback to DAVID FRANCIS. DAVID FRANCIS is free to use, without attribution or compensation to you, any:
- Ideas
- Know-how
- Concepts
- Techniques
- Intellectual property
- Proprietary rights
contained in the Feedback, whether patentable or not, for any purpose, including:
- Developing
- Manufacturing
- Licensing
- Marketing
- Selling
products and services using such Feedback.
You understand and agree that DAVID FRANCIS:
- Is not obligated to use, display, reproduce, or distribute any ideas or techniques in your Feedback
- May use your Feedback without crediting you
- Is not required to compensate you for using your Feedback
### 6.2 THIRD PARTY WEBSITES
The Website provides links to third-party websites not owned or controlled by DAVID FRANCIS ("Third Party Sites"), including but not limited to social media platforms and e-commerce sites that allow you to:
- Log into this Website using Third Party credentials
- Configure privacy settings in your Third Party account
- Share your Website activities with your contacts
- Order and purchase Products
**DAVID FRANCIS's Relationship with Third Party Sites:**
- Links are provided solely for your convenience
- DAVID FRANCIS does not review, approve, endorse, or make representations about Third Party Sites
- DAVID FRANCIS takes no responsibility for Third Party Sites, their owners/operators, or their content/services
**Third Party Policies:**
- Third Party Sites may have different privacy policies, terms, and business practices than DAVID FRANCIS
- This includes different policies regarding passwords, account security, and content posting
**Your Responsibilities:**
- Exercise judgment when accessing Third Party Sites
- You access Third Party Sites entirely at your own risk
- You are solely responsible for your activities on Third Party Sites and interactions with their owners/operators
**DISCLAIMER OF LIABILITY:**
**YOU AGREE THAT DAVID FRANCIS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PRODUCTS, GOODS, SERVICES, RESOURCES, OR CONTENT AVAILABLE THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS OR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT, ADVERTISING OR BUSINESS PRACTICES OF ANY THIRD PARTY.**
References on the Website to any third-party product, service, publication, or organization do not constitute or imply DAVID FRANCIS's endorsement or recommendation.
## 7. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
### 7.1 DISCLAIMER OF WARRANTIES
**THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS, AND SUBMISSIONS ARE FURNISHED TO YOU "AS IS" AND WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND.**
**DAVID FRANCIS, ON BEHALF OF ITSELF AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "DAVID FRANCIS PARTIES"):**
**(A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE;**
**(B) DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS OR SUBMISSIONS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE WEBSITE, CONTENT OR SUBMISSIONS WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE OR FREE FROM VIRUSES, INTERFERENCE, HACKING, LOSS, OR CORRUPTION;**
**(C) DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS OR SUBMISSIONS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND**
**(D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE, CONTENT OR SUBMISSIONS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.**
**YOUR USE OF THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS, AND SUBMISSIONS IS ENTIRELY AT YOUR DISCRETION AND RISK, AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS, AND SUBMISSIONS.**
**YOU HEREBY ACKNOWLEDGE THAT THE WEBSITE, CONTENT, PRODUCTS AND SUBMISSIONS MAY INCLUDE CONTENT THAT MIGHT BE JUDGED AS OFFENSIVE, OBJECTIONABLE, OR MAY CONTAIN EXPLICIT LANGUAGE, AND DAVID FRANCIS ACCEPTS NO LIABILITY FOR CONTENT THAT YOU OR OTHERS MAY JUDGE TO BE OFFENSIVE, INDECENT, OR OBJECTIONABLE.**
**DAVID FRANCIS ACCEPTS NO LIABILITY FOR ANY HEALTH RISKS THAT MAY BE EXACERBATED BY THE USE OF THE WEBSITE, CONTENT, PRODUCTS, AND SUBMISSIONS.**
**THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND DAVID FRANCIS.**
**NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DAVID FRANCIS OR ANY PERSON ON BEHALF OF DAVID FRANCIS SHALL CREATE A WARRANTY OR CONDITION OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.**
**NOTHING IN THIS SECTION 7.1 SHALL EXCLUDE OR LIMIT THE DAVID FRANCIS PARTIES' WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.**
### 7.2 LIMITATION OF LIABILITY
**IN NO EVENT SHALL ANY DAVID FRANCIS PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO:**
**- COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS OR SUBMISSIONS**
**- LOSS OF PROFITS**
**- LOSS OF GOODWILL**
**- LOSS OF DATA OR CONTENT**
**- COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES**
**- SUBSEQUENT OR OTHER COMMERCIAL LOSS**
**- ANY OTHER REASON OF ANY KIND**
**WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A DAVID FRANCIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.**
**IF, NOTWITHSTANDING THE FOREGOING, A DAVID FRANCIS PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS THAT ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, CONTENT, PRODUCTS, MEMBERSHIPS, OR SUBMISSIONS, THE RELEVANT DAVID FRANCIS PARTY'S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF:**
**(A) THE AMOUNT YOU PAID DAVID FRANCIS FOR THE PRODUCTS OR MEMBERSHIP, AS APPLICABLE; AND**
**(B) THE SUM OF ONE HUNDRED US DOLLARS (US\$100).**
**NOTHING IN THIS SECTION 7.2 SHALL EXCLUDE OR LIMIT ANY DAVID FRANCIS PARTY'S LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH DAVID FRANCIS PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.**
## 8. DISPUTE AND ARBITRATION; CLASS ACTION WAIVER; CHOICE OF LAW
### 8.1 DISPUTE AND ARBITRATION; CLASS ACTION WAIVER
**Please read this carefully. It affects your rights.**
### Summary:
Most customer concerns can be resolved quickly by contacting our customer service department. In the unlikely event that our customer service department cannot resolve a complaint to your satisfaction (or if we cannot resolve a dispute with you after informal attempts), **WE EACH AGREE TO RESOLVE DISPUTES ARISING OUT OF THIS AGREEMENT (OTHER THAN THOSE RELATED TO DAVID FRANCIS'S ENFORCEMENT AND PROTECTION OF ITS INTELLECTUAL PROPERTY RIGHTS) THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT INSTEAD OF IN COURTS OF GENERAL JURISDICTION.**
This includes claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers, or third-party vendors) whenever you assert claims against us in the same proceeding.
**About Arbitration:**
- Arbitration is more informal than a lawsuit in court
- Arbitration uses a neutral arbitrator instead of a judge or jury
- Discovery is more limited than in court
- Court review is minimal
- The arbitrator must follow this Agreement
- The arbitrator can award the same damages and relief as a court
We agree that this Agreement affects interstate commerce, so the Federal Arbitration Act and federal arbitration law apply (despite the choice of law provision in Section 8.2 below).
**ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.**
### Agreement to Arbitrate:
(1) DAVID FRANCIS and you agree to arbitrate **all disputes and claims** between us (other than those related to DAVID FRANCIS's enforcement and protection of its intellectual property rights).
This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
- Claims arising out of or relating to any aspect of our relationship
- Claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory
- Claims that arose before this Agreement or any prior agreement (including advertising claims)
- Claims that are currently the subject of purported class action litigation in which you are not a certified class member
- Claims that may arise after the termination of this Agreement
References to "DAVID FRANCIS," "you," and "us" include our respective:
- Parents, affiliates, and subsidiaries
- Agents, employees, and third-party vendors
- Predecessors in interest, successors, and assigns
- All authorized or unauthorized users or beneficiaries of services or products under this Agreement or prior agreements
Notwithstanding the foregoing, either party may bring an individual action in small claims court.
**You agree that, by entering into this Agreement, you and DAVID FRANCIS are each waiving the right to a trial by jury or to participate in a class action.** This Agreement evidences a transaction in interstate commerce; thus, the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive the termination of this Agreement.
(2) **Notice Process:**
A party seeking arbitration must first send a written Notice of Dispute ("**Notice**") by certified mail that:
- Describes the nature and basis of the claim or dispute
- Sets forth the specific relief sought ("**Demand**")
If the claim is not resolved within forty-five (45) calendar days after Notice receipt, either party may commence arbitration. During arbitration, settlement offers shall not be disclosed to the arbitrator until after they determine any award amount.
(3) **Arbitration Process:**
- After receiving Notice of commenced arbitration, DAVID FRANCIS will reimburse your filing fee
- If you cannot pay the filing fee, DAVID FRANCIS will pay it upon written request
- The arbitration will be governed by the American Arbitration Association ("**AAA**") Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, "**AAA Rules**")
- AAA Rules are available at [www.adr.org](http://www.adr.org/) or by calling 1-800-778-7879
All issues are for the arbitrator to decide, including the scope of this arbitration provision, but the arbitrator is bound by this Agreement's terms.
**Hearing Location and Format:**
- Hearings will occur in your billing address county (or parish) unless otherwise agreed
- For claims of \$10,000 or less, you may choose whether arbitration will be conducted:
- Solely based on documents
- Through telephonic hearing
- By in-person hearing per AAA Rules
- For claims exceeding \$10,000, hearing rights will be determined by AAA Rules
DAVID FRANCIS will pay all AAA filing, administration, and arbitrator fees for properly initiated arbitration unless the arbitrator finds your claim or demanded relief frivolous or improper (per Federal Rule of Civil Procedure 11(b) standards). In such cases, fee payment is governed by AAA Rules, and you agree to reimburse DAVID FRANCIS for its disbursements.
(5) **Attorney's Fees:**
- This provision supplements any right to attorneys' fees under applicable law
- You may receive a larger amount if entitled under applicable law
- No duplicative awards of attorneys' fees or costs are permitted
- DAVID FRANCIS agrees not to seek attorneys' fees if it prevails
(6) **Relief and Consolidation:**
- The arbitrator may award injunctive relief only to the individual party seeking it
- Relief is limited to what's necessary for that party's claim
**YOU AND DAVID FRANCIS 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.**
Unless otherwise agreed, the arbitrator may not:
- Consolidate more than one person's claims
- Preside over any representative or class proceeding
If this specific provision is found unenforceable, the entire arbitration provision shall be null and void.
(7) **Changes to This Provision:**
If DAVID FRANCIS changes this arbitration provision (other than the Notice Address), you may reject the change and require DAVID FRANCIS to follow the original language if a dispute arises.
### 8.2 CHOICE OF LAW
This Agreement is governed by:
- The Federal Arbitration Act
- Applicable federal law
- The laws of Delaware (without regard to conflicts of laws and rules)
Foreign laws do not apply. Arbitration or court proceedings must be in the State of Delaware.
If any provision is invalid under a particular jurisdiction's law, that provision will not apply in that jurisdiction.
The following are expressly excluded from this Agreement:
- The United Nations Convention on Contracts for the International Sale of Goods
- Any law based on the Uniform Computer Information Transactions Act (UCITA)
## 9. ELECTRONIC COMMUNICATIONS; GENERAL TERMS
### 9.1 ELECTRONIC COMMUNICATIONS
When you visit our Website or email us, you communicate with us electronically. Accordingly, you consent to receive communications from us electronically. We will communicate with you by:
- Email (if you have provided your email address)
- Posting notices on our Website
- Other means determined from time to time
You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement for written communications to the extent permitted by applicable law.
### 9.2 GENERAL TERMS
**Complete Agreement:**
This Agreement and the Privacy Policy constitute the entire agreement between you and DAVID FRANCIS regarding its subject matter.
**Force Majeure:**
DAVID FRANCIS will not be responsible for failures to fulfill obligations due to causes beyond its control.
**No Waiver:**
The inability of DAVID FRANCIS to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.
**Severability:**
If any part of this Agreement is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to maintain this Agreement's intent, and the other parts will remain in full force and effect.
**Relationship of Parties:**
The parties shall always be deemed independent contractors, and neither party nor its agents may bind the other party.
**Language:**
This Agreement is only valid in English.
**Third-Party Rights:**
This Agreement shall not confer rights or remedies on any third parties, except that each indemnified DAVID FRANCIS Party shall be a third-party beneficiary.
**Assignment:**
- DAVID FRANCIS may assign or transfer its rights or delegate any performance under this Agreement to a third party in its sole discretion
- Customer may not assign or transfer its rights or delegate its performance under this Agreement to any third party without DAVID FRANCIS's express prior written consent in every case
**Survival:**
All terms intended to survive any termination of this Agreement or termination of your use of the Website, Content, Products, Memberships, or Submissions shall survive such termination.