Version 1.1.1, published October 31, 2014.
Welcome to Autum™, an online entertainment discovery service that allows you to find, collect, share, and access entertainment distributors, from your web browser, on your compatible mobile devices, and natively on your compatible iOS device. Autum’s website is located at www.Autum.com (the “Autum Site”). We refer to the Autum Site and the software applications made available by Autum as the “Service Applications”, and we refer to the Service Applications and the service provided through the Service Applications, collectively, as the “Autum Service”. These Terms of Service (“Terms of Service”) set forth a binding agreement between you and Autum governing your use of the Autum Service. These Terms of Service act as the end user license agreement (or “EULA”) governing your use of the desktop and mobile Service Applications.
In these Terms of Service, “Autum” means Autum, Inc., a Delaware corporation, with its principal business address at 112 Arena Street, El Segundo, CA 90245. Please read these Terms of Service carefully. By using any of the Autum Service, or by creating a user account, you signify your acceptance of these Terms of Service, as they may be amended by Autum from time to time in its sole discretion. You may only use the Autum Service and/or open an account if applicable law does not prohibit your acceptance of these Terms of Service. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service. If you do not agree to these Terms of Service, then you must cease using the Autum Service. THESE TERMS OF SERVICE ARE GOVERNED BY THE LAWS SET FORTH IN SECTION 21, DEPENDING ON THE TERRITORY IN WHICH YOU USE THE AUTUM SERVICE.
When you discover, play, collect, comment-on, post, and share entertainment or other content on or through the Autum Service, you authorize Autum to share and/or publicly display such activity on or through: (i) the Autum Service; and (ii) any third party social networking sites and services you have linked to your Autum account, such as Facebook or Twitter (“Social Networks”).
Autum reserves the right to manage the Autum Service in a manner that it believes best benefits its users and best enables it to maintain the Autum Service. The Autum Service is for your own personal, non-commercial use, and accordingly, Autum has determined that its ability to provide the Autum Service is disrupted when users make an abnormally high number of requests against the service in a short amount of time, or otherwise browse, search, or “scrape” in a manner that is not consistent with normal, personal use (even if those activities technically comply with the specific terms of any free or paid offering). Thus, Autum reserves the right to discontinue any portion or all of the Autum Service, or to terminate or suspend the account of any person, that, in Autum’s experience and sole determination, cause or result in disruptive usage patterns or, with respect to individual account holders, otherwise use the Autum Service in a manner that is not consistent with normal, personal use. For example, you should not share your Autum account with anyone, or have a software application use the Autum Service for you for any purpose (unless otherwise permitted by Autum).
You acknowledge and agree that Autum, and its licensors, retain all right, title and interest in and to all data and information (excluding data and information that you provide), content and materials provided on or through the Autum Service (including, without limitation, the musical compositions, audiovisual works, editorial and contextual information (about artists, cast, crew, movies, TV shows, books, video games, and songs), text, images, photographs, videos, graphics, page headers, the selection and arrangement of elements displayed on or through the Autum Service, the compilation of all content and materials on the Autum Service, and the business process, procedures, methods and techniques used in the Autum Service) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world. Autum™, the Autum logo and the Autum “button” logo are the common law and/or registered trademarks of Autum, Inc., and all other proprietary trademarks, service marks, trade names, slogans, logos, and other sign of origin that appear on or in connection with the Autum Service (including, without limitation, as displayed on or through any of the Service Applications) are the property of Autum, Inc. Autum’s intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages Autum. All rights are expressly reserved.
All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within the Service Applications and through the Autum Service are the property of the respective third parties, including the respective content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to Autum to enforce any of your rights in relation thereto.
Certain portions of the Content available on or through the Autum Service comprise third-party proprietary data provided by Internet Video Archive LLC (IVA). IVA Data is the property of Internet Video Archive LLC. You may not modify, copy, scan or use any other method to reproduce, duplicate, translate, republish, transmit or distribute in any way any portion of the IVA Data. You may not use the IVA Data except for your own personal, non-commercial use. See http://www.internetvideoarchive.com/.
Autum grants you a limited, non-exclusive and non-assignable license to access and use the Autum Service for your personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service and not for redistribution of any kind. Autum may make certain software, including, without limitation, the Service Applications, available to you through your use of the Autum Service. The Service Applications are deemed licensed to you by Autum under a non-exclusive, non-assignable license for your personal, non-commercial, use only, and your use of such Service Applications is subject to these Terms of Service. With respect to any mobile Service Application, this license is limited to the right to use the applicable mobile Service Application solely on a device that you own or control and as permitted by any usage rules made available from time to time by the applicable provider of a mobile application platform. Autum does not transfer, and, as between you and Autum, retains all title to and ownership of the Service Applications and all intellectual property rights in the Service Applications. You may not take any action to jeopardize, limit or interfere with Autum’s ownership of and rights with respect to the Service Applications. You acknowledge that any unauthorized copying or unauthorized use of the Service Applications is a violation of these Terms of Service and is strictly prohibited.
Additionally, you may not (i) remove any trademarks, copyright notices or any other notice contained in any content, materials or individual elements provided on or through the Autum Service, (ii) reproduce, download (other than page caching), modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any way exploit any content, materials or individual elements provided on or through the Autum Service without Autum’s prior written consent, (iii) make any commercial use or any derivative use of any of the Autum Service or any of the content, materials or individual elements provided on or through the Autum Service, (iv) frame or utilize framing techniques to enclose any content, materials or individual elements provided on or through the Autum Service without Autum’s prior written consent, (v) use any circumvention tools or any metatags or other hidden text utilizing Autum’s name, trademark, URL or the name of any of the Autum Service without Autum’s prior written consent, or (vi) disassemble, decompile or reverse engineer the Software or any other materials made available on or through the Autum Service or used to provide any of the Autum Service.
To access the Service Applications or use certain aspects of the Autum Service, you will be directed to create a user account by providing certain information about yourself, or to create new, or to use existing Social Network login details. As part of Autum’s stand-alone registration process, you will be asked to submit, among other things, your email address and to select a password. You agree that all information you provide to Autum for purposes of creating an account (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information will constitute a breach of these Terms of Service and may result in the immediate termination of your account. By utilizing your Social Network log-in details to log into the Autum Service (including on or through any of the Service Applications), or by linking your Autum Service account with any Social Network account, you expressly authorize Autum to receive, and for such Social Network to share, certain of your information that is available on your Social Network account, including, without limitation, your profile information, friends names, your photos, privacy settings and certain other information that will be disclosed to you (and authorized by you) during the log-in process; and you also authorize Autum to generate and publish on your Social Network news feed or timeline actions you take on the Autum Service, and to allow you to interact with your Social Network friends on the Autum Service. If linked, you agree to allow the Social Networks to receive information concerning the actions you take on the Autum Service. In the event you no longer want the Autum Service to publish your Autum activity on your Social Network news feed or timeline, or want to otherwise limit the ways in which the Autum Service interacts with your Social Network account, you can always disable aspects of this feature by changing your application settings in the Social Networks. The Social Networks are made available by their respective corporate entities.
Without limiting the above, by submitting your information through the Service Applications, and/or by utilizing Social Network log-in details to log-in to the Autum Service, by linking your Autum Service account with any Social Network account, or by otherwise providing Registration Information to Autum, you grant Autum a perpetual, royalty-free, non-exclusive license to use, reproduce, transmit, and display the information obtained from these third parties and any Registration Information in connection with Autum’s operation of the Service Applications and/or performance of the Autum Service (subject to the other terms and conditions of these Terms of Service, including Section 2.1). You will (i) promptly update your Registration Information to keep it true, accurate, current and complete, (ii) maintain the confidentiality of your login credentials, and (iii) properly exit from your account at the end of each session. You will not (a) select or use the Social Network account or email address of another person with the intent to impersonate that person, (b) use a name subject to the rights of any other person without authorization, (c) use an email address that is profane, offensive or otherwise inappropriate, or (d) allow any other party to use your account and/or password. You agree to notify Autum immediately of any known or suspected unauthorized use(s) of your account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your user name or password or Social Network account login details. You understand and agree that you will be liable for all activities that occur under any account created for your use, even if you did not commit such activities. Autum is not responsible for any loss or damage as a result of someone else using your account or password with or without your knowledge.
You understand that all data, information, text, images, software, sounds, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, on the Service Applications or through the use of any of the Autum Service, are the sole responsibility of the person posting or transmitting such Content. You, and not Autum, are entirely responsible for all Content that you upload, post, email, transmit, distribute or otherwise make available on the Service Applications or through the use of any of the Autum Service or that is provided or transmitted through your account. You acknowledge that you will have the burden of proving that any such Content does not violate any laws or infringe any third party rights.
Autum does not control user-generated Content posted on or through the Service Applications or transmitted through the use of any of the Autum Service and, as such, does not guarantee the accuracy, reliability or quality of such Content. You understand that by using the Service Applications or using any of the Autum Service, you may be exposed to user-generated Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will Autum be liable in any way for any user-generated Content including, but not limited to, any errors or omissions in any user-generated Content, or any loss or damage of any kind incurred as a result of the use of any user-generated Content posted, emailed, transmitted or otherwise made available on or through the Service Applications or through the use of any of the Autum Service. You agree that Autum may, in its sole discretion, refuse to post, store or transmit any Content submitted by you and may move, remove, edit or modify any such Content for any reason at any time.
You acknowledge, consent and agree that Autum may access, preserve and disclose account information and/or Content that you provide if Autum is required to do so by law or if it believes in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Service, (iii) respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Autum, its employees, partners and agents or members of the public. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the Autum Service, you grant Autum and its affiliates, successors and assigns, a perpetual, irrevocable royalty-free, worldwide, non-exclusive license to use, reproduce, distribute, transmit, display, publicly perform, edit, translate and reformat such Content in connection with the operation of the Service Applications and/or performance of the Autum Service for you by Autum or any of its affiliates, successors, assigns or agents. You will not be compensated for any Content that you provide. You agree that Autum may publish or otherwise disclose your name in connection with your Content. By posting, displaying or performing Content on or through the Service Applications or transmitting or otherwise distributing Content through the use of any of the Autum Service, you represent and warrant that you own the rights in such Content or are otherwise authorized to post, display, perform, transmit or distribute the Content.
You will comply with all applicable laws, statutes, ordinances and regulations in your use of the Autum Service. Autum may immediately terminate your account, or suspend access to your account, in its sole discretion and without notice, for conduct that Autum reasonably believes is: (i) illegal, fraudulent, harassing or abusive, (ii) a violation of these Terms of Service or any other policies or guidelines posted on or through the Service Applications, or (iii) harmful to other users, third parties, or Autum’s business. Use of your account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice. In addition, Autum may terminate your account if you file any claim against Autum, or any claim that in any way involves Autum. Upon Autum’s termination of your account for any of the forgoing reasons, (a) you may not establish a new account for a period of one (1) year from the date of termination, (b) Autum will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your account. You agree not to:
upload, post, email, transmit, display on or through the Service Applications or make available through the use of any of the Autum Service: (a) any Content that is fraudulent, misleading, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, profane, indecent, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law, regulation or standard of conduct, (b) any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (c) any Content that infringes or misappropriates any patent, trademark, trade secret, copyright, privacy, publicity or other rights of any other person or entity, (d) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, or (e) any material that contains any virus, Trojan horse, worm, time bomb or any other computer code, files or programs designed to damage, interfere with, intercept, misappropriate, gain control over or limit the functionality of any computer, computer network, communications device, communications system, data or personal information;
The Service Applications may contain third party advertisements or promotions and/or links to other websites and applications (“Third Party Sites”). Autum provides these advertisements, promotions and links as a convenience to you and the inclusion or display of any advertisement, promotion or link does not constitute or imply any affiliation, endorsement or sponsorship by Autum of any given advertiser or its products, or of any given Third Party Site or of any given content contained in the advertisement, promotion or Third Party Site. Autum makes no guarantees about the accuracy, content or quality of the information, or of the products and services, provided by such advertisements, promotions or Third Party Sites and Autum assumes no responsibility for misleading, objectionable or inaccurate information, or for the products and services that may be obtained from or through such advertisements, promotions or Third Party Sites. Your interaction or participation with any advertisement or promotion (or the third party sponsor thereof) or with any Third Party Site, whether on or through the Service Applications or any Third Party Sites, are solely between you and such third party and your interaction or participation is subject to the terms and conditions associated with that advertisement, promotion or Third Party Site. You acknowledge and agree that Autum is not responsible or liable in any way, including for any loss or damage you incur, (i) as a result of your interaction or participation with any advertisement or promotion (or the third party sponsor thereof), whether on or through the Service Applications or any Third Party Sites, (ii) as a result of your activity or interaction on or with any Third Party Site, (iii) for any products or services, or your use thereof, that are the subject of any advertising or promotion, or (iv) for any content, advertising, products or services, or your use thereof, on or made available from any Third Party Sites.
You understand that the processing and transmission of communications relating to the use of any of the Autum Service may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that Autum will not be responsible or liable for the timeliness, deletion, mis-delivery or failure to store any data, information or content that you provide for display on or through the Service Applications or for transmission through the use of any of the Autum Service. Please read the following – it is an important disclaimer:
The Service Applications, the Autum Service and all information and materials provided through the same are provided on an “as is” and “as available” basis without any warranty or condition, express or implied. Autum does not guarantee the sequence, accuracy, or completeness of any price information or other data displayed, and is not liable or responsible in any way for any delays, inaccuracies, or errors in any price information or data or in the transmission of any price information or data. The price information or data provided is not to be relied upon for any business or financial purposes and Autum and its service providers are not liable or responsible in any way for any damages, losses or costs arising from reliance on this information or incurred as a result of the non-performance, interruption or termination for any reason whatsoever of the price information or data. To the maximum extent permissible under applicable law, Autum, and each of its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, specifically disclaim all implied warranties including, without limitation, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose and non-infringement. Further, no warranties will be implied by any course of dealing or course of performance.
Autum makes no representation or warranty that (i) the Service Applications or the Autum Service will meet your expectations or requirements, (ii) the Service Applications or the Autum Service will be available, uninterrupted, timely, secure, accurate, complete or error-free, (iii) any results or information that may be obtained from the use of the Service Applications or the Autum Service will be accurate, timely, complete or reliable, (iv) any errors or defects in the Service Applications or the Autum Service will be corrected, or (v) the Service Applications and the Autum Service and/or the servers that make the Service Applications and the Autum Service available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs or any other harmful codes, instructions, programs or components. Operation of the Service Applications and the Autum Service may be interfered with by numerous factors outside of Autum’s control including, but not limited to, telecommunications network disruptions, natural disasters, and malicious actions taken against Autum. Autum is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Service Applications or the Autum Service. You acknowledge that the entire risk arising out of the use, inability to use or performance of any of the Autum Service remains with you to the maximum extent permissible under law. For the avoidance of doubt, no provider of a mobile application platform has any warranty obligation, or any obligation to provide maintenance and support services, with respect to any mobile Service Application or the Autum Service. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You acknowledge and agree that your sole remedy for any problems or dissatisfaction with any of the Autum Service is to terminate your account and discontinue use of the Service Applications and the Autum Service.
Please read the following – it is an important limitation of Autum’s liability:
To the maximum extent permissible under applicable law, in no event will Autum or its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, be liable with respect to the Service Applications, your use of the Service Applications or any other materials or services provided to you by Autum or any other subject matter of these Terms of Service, whether based on contract, tort, strict liability or other theory, for (i) any lost or corrupted data, lost profits, loss or damage to any computer, mobile phone or other device or any special, incidental, indirect or consequential damages, even if such parties have been advised of the possibility of such damages or if such damages were foreseeable, or (ii) the cost of procuring substitute goods, services or technology. To the maximum extent permissible under applicable law, the aggregate liability of Autum and its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, to you or any third party in any circumstance will not exceed one hundred dollars ($100). Some jurisdictions do not allow the exclusion of incidental or consequential damages or limitation of liability, so the above exclusions and limitations may not apply to you.
You agree that Autum, in its sole discretion and without notice or liability to you, may terminate or suspend your use of, or access to, the Service Applications or any of the Autum Service at any time if Autum believes in good faith that you have violated or acted inconsistently with any provision of these Terms of Service or any applicable law, rule or regulation or that you have engaged in conduct that Autum reasonably determines to be inappropriate or unacceptable. Autum may in its sole discretion, and at any time, discontinue providing the Autum Service, or any part thereof, on notice to you.
You agree to defend, indemnify and hold Autum and its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and stockholders, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and costs) that are attributable to your actions or fault and arise out of (i) your access, use or misuse of any of the Autum Service, (ii) your breach or alleged breach of these Terms of Service, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the Autum Service including, without limitation, infringement of anyone else’s intellectual property rights, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information. Without limiting the foregoing, you acknowledge that certain countries may require you to pay a use, sales, consumption, value added or other tax in connection with your use of the Autum Service. The payment of any such tax, if required, is your responsibility. The foregoing indemnity obligations will apply to any damages Autum may incur in connection with your failure to pay any such tax.
Autum respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Service Applications or Autum Service is infringing your copyright or the copyright of any third party, please notify Autum in accordance with the following procedure: All notifications of copyright infringement must be in writing and directed to Autum’s designated agent at the following mailing address, fax number or email address:
Attn: Copyright Agent\u2028c/o Autum, Inc.\u2028 112 Arena Street, El Segundo, CA 90245 (213) 402-3010 (fax)\u2028 legal@Autum.com
Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, (ii) detailed identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit Autum to locate the material, (iv) information reasonably sufficient to permit Autum to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
In the event of any copyright or other intellectual property infringement claim, you acknowledge and agree that as between Autum and any provider of a mobile application platform, Autum, and not any provider of a mobile application platform, will be solely responsible for the investigation and discharge of any such claim.
Autum may modify or update these Terms of Service at any time without notice. Any additional or different terms in these Terms of Service will be effective upon being posted on the Autum Site. It is your responsibility to review these Terms of Service periodically. Your continued use of any of the Autum Service following the posting of any additional or different terms in these Terms of Service constitutes your irrevocable acceptance of those additional or different terms. Autum reserves the right to add, change, modify, suspend or discontinue all or any of the Autum Service, in its sole discretion, at any time. Unless expressly stated otherwise, the use of any new or existing Autum Service, including the availability of services or products through the Service Applications, will be subject to these Terms of Service. In addition, Autum may also impose limits on any of the Autum Service or restrict your access to portions or all of the Service Applications in its sole discretion without notice or liability. Autum reserves the right to refuse to provide you with access to any of the Autum Service or to allow you to create a user account for any reason.
You hereby agree that Autum would be irreparably damaged if these Terms of Service were not specifically enforced, and therefore you agree that Autum will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as Autum may otherwise have available to it under applicable laws.
You will comply fully with all relevant export laws and regulations of the territories in which the Autum Service is made available, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”). Without limiting the generality of the foregoing, you will not, and you will require your representatives not to, export, direct or transfer the Service Applications, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls. You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
These Terms of Service will be is governed by, and will be construed under, the laws of the United States of America and the laws of the State of California, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 22 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Autum Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and you agree to submit to the personal jurisdiction and venue of such courts.
Before initiating any arbitration or court proceeding, you and Autum agree to first attempt to negotiate any dispute, controversy or claim related to these Terms of Service (“Claim”) (except those Claims expressly provided in Section 22.6 below) informally for at least sixty (60) days. Negotiations will begin upon receipt of written notice. Autum will send its notice to your physical address (if on file with Autum) and email you a copy to the email address you have provided. You will send your notice to Autum, Inc., 112 Arena Street, El Segundo, CA 90245, ATTN: CLAIM.
If the parties fail to resolve a Claim through negotiations within the above sixty (60) day period, you and Autum agree that, except as provided in Section 22.6 below, all Claims will be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party will be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms of Service. In the event of a conflict between the terms set forth in this Section 22 and the JAMS Rules, the terms in this Section 22 will control and prevail. Except as otherwise set forth in Section 22.6, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Service, (i) you and Autum may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision will be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND AUTUM ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
If you initiate arbitration for a Claim, you will only need to pay an arbitration initiation fee of $250 and we will pay all other costs charged by JAMS for initiating the arbitration. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules. Notwithstanding anything in the clause titled “Miscellaneous” above to the contrary, you will not be required to pay our attorneys’ fees or other costs if you do not prevail in the arbitration.
The arbitration will take place in your hometown area if you so notify Autum in your notice of arbitration or within ten (10) days following receipt of Autum’s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in Los Angeles, California, unless the parties agree to video, phone and/or Internet connection appearances.
You and Autum agree that any arbitration will be limited to the Claim between Autum and you individually. YOU AND AUTUM AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION WILL BE JOINED WITH ANY OTHER.
You and Autum agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claims seeking to enforce or protect, or concerning the validity of, any of your or Autum’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such courts’ jurisdiction in lieu of arbitration. As some jurisdictions do not allow for some of the dispute resolution provisions set forth in these Terms of Service, some of these provisions may not apply to you.
You and Autum agree that if any portion this “Dispute Resolution” section is found illegal or unenforceable (except any portion of Section 22.6 above), that portion will be severed and the remainder of this section will be given full force and effect. If Section 22.6 above is found to be illegal or unenforceable then neither you nor Autum will elect to arbitrate any Claim falling within that portion of Section 22.6 above found to be illegal or unenforceable and such Claim will be exclusively decided by a court of competent jurisdiction within Los Angeles, State of California, United States of America, and you and Autum agree to submit to the personal jurisdiction of that court.
If you have any questions about these Terms of Service or your rights or Autum’s obligations relating to any of the Autum Service, please email us at legal@Autum.com or you may contact us by mail at: Autum, Inc.,\u2028112 Arena Street, El Segundo, CA 90245. CALIFORNIA RESIDENTS If you are unable to resolve a complaint you may have regarding any of the Autum Service, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite North 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
Autum or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works (“submissions”) in any form to Autum or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Autum’s products or marketing strategies might seem similar to ideas submitted to Autum. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your letter says, the following terms shall apply to your submissions.
You agree that: (1) your submissions and their contents will automatically become the property of Autum, without any compensation to you; (2) Autum may use or redistribute the submissions and their contents for any purpose and in any way; (3) there is no obligation for Autum to review the submission; and (4) there is no obligation to keep any submissions confidential.
Autum does, however, welcome your feedback regarding many areas of Autum’s existing business. If you want to send us your feedback, and we hope you do, we simply request that you send it to us using the form found at www.Autum.com/thefeedsbackradar, or you can choose from the many other listed areas for your feedback. Please provide only specific feedback on Autum’s existing products or marketing strategies; do not include any ideas that Autum’s policy will not permit it to accept or consider. It’s just one more way that Autum can learn how to best satisfy your needs.
Any feedback you provide at this site shall be deemed to be non-confidential. Autum shall be free to use such information on an unrestricted basis.
You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Autum to show your acceptance of the Terms of Service), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Autum Service.