Terms of Service

These terms and conditions (the “Agreement”) set out the terms on which Medley Living, Inc., a Delaware corporation, (“Medley”, “we”, “us” or “our”) provides moderated peer support services, coaching services and networking services (collectively, the “Service”) for individuals seeking personal and professional growth and wellness (“Members”), which may be available to you through online video sessions on or through the website http://...... (the “Site”), through a mobile application, and/or through live events.  This Agreement applies to all individuals who browse or use the Site and who access or use the Service (“you” or “Users”), including Members and non-Members.  You should read this Agreement carefully.  By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement).  If you do not agree to these terms and conditions, you must not use the Service.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND MEDLEY, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
1. Nature of the Service.
Medley is not engaged in rendering medical, legal or professional advice or services via the Service.  The information provided via the Service should not be interpreted as a substitute for consultation or evaluation by qualified professionals, and the information made available on or through the Service should not be relied upon when making legal, medical, financial or other decisions. You represent to us (which representation shall be deemed to be made each time you use the Service) that you are not using the Service for the purpose of seeking legal, medical, financial or other professional advice. Any reliance on the material, advice or suggestions on the Service is at your own risk, and Medley specifically disclaims all responsibility for any liability, loss or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of the Service. THE SERVICE IS NOT DESIGNED TO PROVIDE MEDICAL ADVICE OR FACILITATE MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE LEARNED THROUGH THE SERVICE.
2. Registration; Annual Subscription.
Medley membership is for one-year subscription periods. In order to become a Member of a Medley Group, you may be required to provide us with your first name, last name, and email address, and to create a password and register with us.  You must be at least eighteen (18) years old to become a Member. We may also request additional information from you prior to approving your registration and assigning you to a Medley Group, including information related to your coaching needs and goals. Medley reserves the right to reject any applicant for membership if Medley in its sole discretion believes that such applicant is not an appropriate candidate for its services. You represent and warrant to us that you will provide us with accurate, current and complete registration information.  You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you.  You will keep all such credentials and passwords confidential.
3. Fees.
  1. Video Support, Coaching and Networking Services for Individuals. The Service is a peer support service, coaching service and networking service accessible from desktop or mobile devices, through which Members can utilize support, coaching and networking services for personal and professional growth (the “Specified Purpose”). The Service is available to Members who have submitted the application available at http://____ and been approved for membership by Medley in its sole discretion. Once approved, each Member is assigned to a small group (a “Medley Group”) which meets for regularly scheduled online video or live event sessions led by a moderator and/or coach, where Members can interact, providing and receiving support.
  2. No Medical, Legal or Professional Advice.
  1. Fees and Payment Method. Membership access to Medley Groups may require the payment of annual subscription fees.  If you become a Member of a Medley Group, you must pay all applicable fees for your annual subscription term, even if you discontinue use of the Service prior to the end of your subscription period. You will provide us (or our designated third-party payment provider) with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our bank or payment providers, you are still liable to pay the applicable fees.  We reserve the right to accept, refuse or cancel any requests to join Medley Groups through the Service, without liability or justification. We will refund you if your request was denied by us after your credit card or other payment method has been charged. Except as set forth in the preceding sentence, all fees are nonrefundable. Medley will charge your credit card for the fees then in effect when you subscribe. If Medley does not receive payment from the issuer of the credit card associated with your Medley profile, you agree to pay all amounts due upon demand directly to Medley, and Medley further reserves the right to either suspend or terminate your access to your Medley Group in such circumstances. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with the Service.  You shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Medley’s income), which may be invoiced or charged by Medley from time to time.
  2. Cancellation of Auto-Renew Subscription Plans.  If you are a Member with an annual subscription to a Medley Group, your subscription will automatically renew for subsequent one-year subscription terms unless you cancel your membership no later than [twenty-four (24)] hours before the first payment for your next membership term is due, in order to avoid the next billing (subscription) period. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME (WHICH CANCELLATION WILL BE EFFECTIVE AT THE END OF YOUR CURRENT SUBSCRIPTION TERM AS SET FORTH IN THE PRECEDING SENTENCE) BY PROVIDING NOTICE TO MEDLEY BY EMAILING US AT [HELP@MEDLEYLIVING.COM] OR CALLING US AT [phone number] STATING YOUR NAME AND THAT YOU ARE CANCELING YOUR SUBSCRIPTION, OR WORDS OF SIMILAR EFFECT. YOU MAY ALSO CANCEL BY LOGGING INTO YOUR ACCOUNT ON THE MEDLEY PLATFORM AND CLICKING ON THE [XXX] BUTTON, FOR A PRE-FORMATTED CANCELLATION E-MAIL TEMPLATE, WHICH YOU CAN SEND TO US. If you cancel your subscription, the cancellation will be effective upon the end of your current subscription term, and Medley will not automatically renew your subscription thereafter.
  3. Price Changes. Medley reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next subscription term following the date of the change. If Medley changes the subscription fee or other charges for your subscription, we will give you advance notice of these changes at least thirty (30) days prior to the start of your next subscription term. If you purchase a subscription from us with promotional pricing or which includes free Medley Group sessions, we will inform you of the non-promotional pricing, obtain your consent to such pricing, and notify you of how to cancel your subscription prior to billing you at the non-promotional pricing.
4. Ownership Rights.
The Service, including all aspects of the Medley Site (including Our Property, as defined below), is the property of, and owned by, Medley or its licensors.  All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service are “Our Property.”  As between you and Medley, all materials developed, in whole or in part, during and/or for Medley Group sessions, and all materials distributed in connection with Medley Group sessions, including worksheets, workbooks, flash cards, and spreadsheets, whiteboard notes and other notes are Our Property. Our Property also includes all Feedback, as defined in Section 5.d. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited.  You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.  You may be subject to criminal or civil penalties for violation of this paragraph.
The mark MEDLEY and the Medley logo, and any associated logos are registered or unregistered trademarks or service marks of Medley or its licensors.  You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent.  The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks.  Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.

Subject to the terms and conditions herein, we grant you the non-exclusive, non-sublicenseable, non-transferable, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for the Specified Purpose (as defined above), as permitted by this Agreement.  We reserve all other rights.  For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property, including but not limited to any videotaped Medley Group sessions.
5. Use of the Service.
Subject to the terms and conditions herein, you are permitted to use the Service solely for the Specified Purpose. Certain features, pages or content offered through the Service may require supplemental terms of use, to which you must agree in order to use the relevant features, pages or content. We reserve the right (but are under no obligation) to investigate any claim that use of the Service does not conform to the terms and conditions of this Agreement, and to terminate your access to the Service for breach of this Agreement.

  1. Restrictions on Use of Medley Content. Except as expressly prohibited, you are permitted to access and use the Service, subject to your agreement that: (i) the Service is offered, and your use of the information is permitted, for informational purposes only, and use for any other purpose is expressly prohibited by law, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. You may not copy the design elements, look and feel, or layout of the Service. Those elements of the Service are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, video, sound or image from the Service, including but not limited to recordings of Medley Group sessions, may be copied or retransmitted unless expressly permitted by Medley.
  2. Restrictions on Medley Group Participation. You agree that if you participate in Medley Groups, (i) your participation will at all times be in compliance with all rules imposed by Medley and its moderators and coaches, (ii) your behavior will not be objectionable in any way, as determined by Medley in its sole discretion, and (iii) you will not solicit or advertise any goods or services to other Members.
  3. General Restrictions. You must not use the Service in a way that infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; or introduce any software viruses, malware, spyware or any other code, file or program into the Service that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment. You must not (i) use the Service in any way that would violate any law or the rights of any person; (ii) impersonate any person or entity, or forge or manipulate headers to disguise your identity; (iii) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (iv) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (v) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (vi) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (vii) otherwise interfere in any manner with the use or operation of the Service; or (viii) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service.
  4. Feedback.  You might voluntarily provide (or be required to provide) comments, feedback, suggestions, ideas, or other submissions duringMedley Group sessions or otherwise in relation to the Service (collectively “Feedback”).  All Feedback will be the sole property ofMedley.  We will be entitled to use,reproduce, disclose, publish, distribute, and otherwise exploit in any manner,all Feedback, without restriction and without compensating you in any way. Weare and shall be under no obligation to maintain any Feedback in confidence, orto respond to any Feedback (other than Feedback expressed during participation in Medley Groups, which Medley shall use commercially reasonable efforts to maintain as confidential).
  5. Confidentiality of Medley Groups. You agree that all information (including, without limitation, the identity of and information relating to other Members, coaches and moderators) learned or obtained by you in connection with participation in Medley Groups constitutes “Confidential Information”. You agree to hold in confidence and not disclose or use any Confidential Information, except in connection with your participation in the Medley Groups. However, you are not obligated under this paragraph with respect to information you can document is or becomes readily publicly available without restriction through no fault of yours.
6. User Content.
You may create, upload, store and/or share with other users certain information or other content (which may include data, text or other materials or content) (collectively, “User Content”) through your use of the Service.  You retain your rights in your User Content, subject to the rights granted below and our rights in Our Property as explained above.
7. Warranty Disclaimers and Limitations of Liability.
  1. General Disclaimer. THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS.  WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO THIRD PARTY CONTENT, OBTAINED FROM THE SERVICE OR OUR PROPERTY.
  2. THE CONTENT PUBLISHED ON THE SERVICE AND THE ADVICE AND INFORMATION EXPRESSED THROUGH THE MEDLEY GROUPS COULD INCLUDE INACCURACIES OR ERRORS, AND MAY NOT BE EFFECTIVE FOR YOU. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MEDLEY AND/OR ITS RESPECTIVE LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AND THE CONTENT THEREIN AT ANY TIME WITHOUT NOTICE. MEDLEY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF USERS’ USE OF THE SERVICE, ADVICE OR INTERACTIONS WITH COACHES, MODERATORS OR OTHER MEMBERS, OR PARTICIPATION IN MEDLEY GROUPS. We may pause or interrupt the Service or discontinue the Medley Groups at any time, and you should expect periodic downtime for updates to the Site.  No advice or information obtained by you from us or through the Service will create any other warranty. Medley hereby disclaims all liability for any act or omission of, or any advice or informed expressed by, any Users of the Service or third parties.
  3. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (A) TEN DOLLARS ($10) OR (B) THE TOTAL FEES PAID BY YOU TO MEDLEY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
  1. General Disclaimer. THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS.  WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO THIRD PARTY CONTENT, OBTAINED FROM THE SERVICE OR OUR PROPERTY.
  2. THE CONTENT PUBLISHED ON THE SERVICE AND THE ADVICE AND INFORMATION EXPRESSED THROUGH THE MEDLEY GROUPS COULD INCLUDE INACCURACIES OR ERRORS, AND MAY NOT BE EFFECTIVE FOR YOU. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MEDLEY AND/OR ITS RESPECTIVE LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICE AND THE CONTENT THEREIN AT ANY TIME WITHOUT NOTICE. MEDLEY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF USERS’ USE OF THE SERVICE, ADVICE OR INTERACTIONS WITH COACHES, MODERATORS OR OTHER MEMBERS, OR PARTICIPATION IN MEDLEY GROUPS. We may pause or interrupt the Service or discontinue the Medley Groups at any time, and you should expect periodic downtime for updates to the Site.  No advice or information obtained by you from us or through the Service will create any other warranty. Medley hereby disclaims all liability for any act or omission of, or any advice or informed expressed by, any Users of the Service or third parties.
  3. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (A) TEN DOLLARS ($10) OR (B) THE TOTAL FEES PAID BY YOU TO MEDLEY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
8. Cloud Services and Third Party Services.
Without limitation of the disclaimers and limitations of liability set forth in Section 7, you acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); and (b) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

The Service may publish or otherwise disseminate content or information about goods and services offered by third parties which are relevant to its Members (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use.  Use of each Third Party Service may require that you accept additional terms of use.  You must comply with the applicable terms of use when using the Third Party Service and the Service.  Medley does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third Party Services, including in regard to the authenticity or validity of any content displayed on the Service regarding such Third Party Services.  By using the Service, you agree that the sole remedy for any damage or harm inflicted by Third Party Services will be limited to claims against such Third Party Services, and that you will not seek monetary damages or any other remedy from Medley in connection with such events.
9. Indemnity
You will indemnify us, and our directors, officers, employees, shareholders, licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of the Service (but excluding any Liabilities to the extent caused by our gross negligence or willful misconduct).  We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us.  You will cooperate with us with respect to such defense and settlement.
10. Our Privacy Policy.
We operate the Service under the Privacy Policy published at http://...... /privacy (the “Privacy Policy”), which is hereby incorporated into this Agreement.  Each party shall comply with the Privacy Policy.
11. Suspension and Termination.
  1. Non-Member Users. If you use the Service as a non-Member, you may terminate this Agreement at any time by ceasing to use the Service.  We reserve the right to suspend access to the Service at any time if we believe you are in breach of this Agreement.  We reserve the right to cease to offer the Service at any time, for any reason or no reason.
  2. Members. If you have a paid subscription for membership in a Medley Group offered through the Service, the term of your subscription shall commence on the date you purchase the paid subscription and, unless earlier terminated as set forth herein, shall continue for the subscription term you purchased, unless otherwise terminated as described in this Article 11. We reserve the right to cease to offer membership in or access to Medley Groups at any time, for any reason or no reason.  If your subscription is terminated for any reason, you agree: (i) to immediately stop using the Service, (ii) that the license and rights provided by us under this Agreement shall terminate, and (iii) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of access to your subscription.
Sections 1, 3 through 10, 11b, 12 through 15, and 17 through 20, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
12. Modification of Service and Agreement
We reserve the right to modify the Service at any time, without notice to you.  We may also from time to time amend this Agreement prospectively.  If we do so, we will notify you by posting on our Site.  You agree that your continued use of the Service constitutes your agreement to the amended Agreement.  If you do not agree to any amended Agreement that we publish, you must cease using the Service. Except as set forth above, this Agreement may be amended or modified only by Medley.
13. Applicable Law.
You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the State of New York, without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law.  Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.  The United Nations Convention for the International Sale of Goods is hereby disclaimed.
14. Arbitration.
We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in New York, NY, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us.  You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues.  At Medley’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”).  In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.

You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis.  You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent.  YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN ACLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US.  If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.
15. Jurisdiction.
With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within New York, NY, and you shall not bring any such suit, claim or cause of action except in a court located within New York, NY.
16. Force Majeure.
In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.  Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Service.
17. Compliance with Laws.
You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement.
18. Geography.
We are based in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
19. Children.
The Service is not directed to, and Member registration is not offered to, users under the age of 18.  The Service does not knowingly collect personal information from children under the age of 13.  If you are under the age of 18, you are not permitted to create a profile. If you are under the age of 13, you are not permitted to send personal information to Medley.
20. Miscellaneous Provisions.
No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.  No waiver will be binding on us unless made in an express writing signed by us.  If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  Your profile, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion.  Any purported assignment, transfer or delegation without such consent will be null and void.  We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion.  This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.  This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement.  You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.  You agree that email to your email address on record will constitute formal notice under this Agreement.  There shall be no third party beneficiaries to this Agreement.

Last Updated: June 17, 2020