Terms of Service

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Terms of Service

Effective as of: December 14th, 2022

We Are Arthur, Inc. (hereinafter “Endear,” “we”, “us” or “Provider”) provides this website (https://endearhq.com) (the “Site”), our cloud-based platform (“Software”), and the associated data, services, information, tools, functionality, updates and similar materials delivered or provided by us (collectively, together with the Software, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service.

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes. Please refer to the “Last updated” date above to see when this Agreement was last updated.

1. License

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted. Any updates, upgrades, new versions, or new releases of or to the Software provided by Provider will be treated as part of the “Software” for purposes of this Agreement.

2. Incorporated Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:

Privacy Policy – available here
Copyright Policy – available here and below
Complaint Policy (including Trademark and Privacy) - available here and below

In addition to the policies above, if you enter into an annual contract with Endear pursuant to the terms of an Access and Services Agreement (the “Access and Services Agreement”) then the terms of the Access and Services Agreement will be incorporated into the terms of this Agreement. To the extent there are any conflicting provisions between this Agreement and the Access and Services Agreement, the terms of the Access and Services Agreement shall control.

3. Platform Overview

The Service, among other functionality, is designed to enable retail companies (each a “Customer”) to develop, or improve their existing, omnichannel sales and marketing efforts through the unified customer relationship management, attribution and tracking of sales, messaging, and other features within the Software designed to improve consumer engagement with the Customer.

To access and use our Service, its content, or its functionality, the Customer shall create an account with us (“Account”), and the Customer may, in its discretion, create an Account for the entire corporate entity, an Account for each retail location, and/or an Account for different business units/teams. Subscription Accounts and trial accounts may be available. Each Subscription (as defined below) Account must be paired with one or more payment methods (“Payment Method”), including without limitation your bank account, credit card number, credit card verification or other security code, the expiration date of your credit card, and your address. All information about your Payment Method(s) must be accurate and complete. Verification of information may be required prior to the completion or acknowledgment of setting up any Payment Method. For the purposes of clarity, when using “you” or “your” in relation to fees, or payment methods, we are referring to the corporate entity that you represent.

Each Account will have one or more administrator users (each an “Administrator”) who may have certain administrative rights, privileges, oversight, and functionality within the Services including, in some instances, over the other users who are linked to the Customer’s Account. Customer shall be responsible for managing, distributing, and safeguarding the credentials to its Administrator(s) and every other authorized user so that they may access Customer’s Account.

Some parts or all of the Service may not be available to the Customer and Provider may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.

By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions herein.

If you have any questions or troubles with respect to using the Platform, please contact our support helpline at support@endearhq.com.

4. Important Notices

We do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.

The materials appearing on or through the Service including but not limited to data, summaries, descriptions, publications and any other such materials, are for information purposes only, and are not intended to and DO NOT constitute financial, medical, legal, investment, or business advice. Those accessing the materials appearing on the Service should not act upon them without first seeking financial, legal or other counsel, as these materials are general in nature, and may not apply to particular factual or legal circumstances. The materials should not be used as a substitute for consultation with a professional adviser.

5. Trials, Subscriptions, Cancellations, and Payments

At registration, your Account may be eligible for limited or trial access (“Trial Account”). Trial Accounts may offer different levels of functionality, are for only a limited duration (“Trial Period”) and, compared to other Accounts, may offer discounted pricing, or even be free. At the end of the Trial Period, your access to the Service shall terminate unless you provide your Payment Method. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. Please contact us to determine if you are eligible for a Trial Account and, if so, for the length of the Trial Period.

The Service may require the payment of fees for ongoing, self-renewing subscription access to the Service (a “Subscription”). We may offer a number of subscription plans, including services offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some Subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. If you have a Subscription based Account, your Payment Method may be charged in the amounts and at the times identified in the Subscription you select (“Subscription Fees”). When you sign up for a Subscription, you will be granted access to the Service for the length of time identified when you sign up. We reserve the right to change the applicable Subscription Fees or charges and to institute new Subscription Fees and charges at the end of the current Subscription term, which may be sent by email or by posting the revised or new fees to the Service.

The Subscription Fees and any other charges you may incur in connection with your use of the Service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on the "Billing" page. The length of your billing cycle will depend on the type of Subscription that you choose when you signed up for the Service. Endear shall have the right to assess a late payment charge on any overdue amounts equal to the lesser of five percent (5%) per month, or the highest rate allowed by law. Subscription Fees and other charges, if any, do not include federal, local, foreign, sales, transaction, use or value-added taxes (collectively “Taxes”). You shall be solely responsible for payment of all Taxes. If we are required to pay Taxes on your behalf, we will invoice you for such Taxes, and you will reimburse Endear for such Taxes within thirty (30) days of such invoice.

UNLESS YOU TERMINATE THIS AGREEMENT BEFORE ANY APPLICABLE RENEWAL TERM AND EXCEPT WHERE PROHIBITED BY LAW, SUBSCRIPTIONS AUTOMATICALLY RENEW FOR AN ADDITIONAL TERM OF THE SAME LENGTH UPON EXPIRATION. FEES OR CHARGES DURING ANY SUCH RENEWAL TERM SHALL BE THE SAME AS THAT DURING THE PRIOR TERM UNLESS WE HAVE GIVEN YOU NOTICE OF AN INCREASE AS DESCRIBED HEREIN, IN WHICH CASE THE INCREASE SHALL BE EFFECTIVE UPON RENEWAL AND THEREAFTER.

TO CANCEL YOUR SUBSCRIPTION, PLEASE LOGIN TO THE SERVICE AND FOLLOW THE INSTRUCTIONS THEREIN OR EMAIL legal@endearhq.com FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT WITH THE SUBJECT “CANCEL MY SUBSCRIPTION.”

To collect and/or process Fees, we use third-parties to process payments (each a “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to this Agreement. We are not responsible for error by the applicable Payment Processor. You agree to provide us accurate and complete information about you and your chosen Payment Method. You authorize us to share such information as well as transaction information with the Payment Processor. As a user purchasing a Subscription, you agree to pay us, through the applicable Payment Processor, all charges at the prices then in effect for such Subscription. You agree to make payment using that selected Payment Method, and you authorize us, through the applicable Payment Processor, to charge your Payment Method at the times and in the amounts associated with such Subscription. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You represent and warrant that you have the legal right to use any credit card(s) or other payment means used to initiate any transaction.

For any subscription products, you agree that your license to the Service is not a service, repair or maintenance to real or personal property.

Endear makes no representations regarding such third-party services and is not responsible for any third party services, including the connection thereto or the data exchanged with or collected by such third party services. You acknowledge that the access or use of any such third-party services is solely at your own risk and hereby waive any and all claims against Endear with respect to such third party services.

We may terminate this Agreement, or suspend or terminate your Account, your Subscription or your access to the Software, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Software or any feature or aspect of the Software. We will take reasonable steps to notify you of termination or these other types of changes by email or at the next time you attempt to access your Account. Accordingly, you will continue to bear all payment and other obligations to Endear under this Agreement until the effective date of the termination for convenience. You must submit any notice pursuant to this section in writing. TO CANCEL YOUR SUBSCRIPTION, PLEASE LOGIN TO THE SERVICES AND FOLLOW THE INSTRUCTIONS THEREIN OR EMAIL legal@endearhq.com FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT WITH THE SUBJECT “CANCEL MY SUBSCRIPTION.”

Effect of Termination. Upon any termination or expiration of this Agreement (a) you will pay any outstanding dues and Subscription Fees; (b) all rights and licenses granted to you hereunder will immediately terminate; and (c) you will immediately, at your sole risk and expense, (i) cease all use of the Software at the option of Endear, return to Endear or destroy, all Software and Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any trade secrets or other proprietary and confidential information about Endear’s business, products, services, employees, customers, financial information, intellectual property, or any third-party confidential information disclosed by Endear that is in your possession, custody or control, , whether orally or in written, electronic, or other form or media/in written or electronic form or media. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you. In addition to any payment obligations under the Subscription Fees payable hereunder, the following sections of this Agreement survive and remain in effect in accordance with their terms upon termination: 5 (Effect of Termination), 7 (Intellectual Property), 11 (Disclaimers and Limitation of Liability), 12 (Indemnification), 13 (Binding Arbitration, Governing Law) and 15 (General).

6. Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You represent and warrant:

that the information that you have provided on the Service is complete, accurate and true, and agree to update it as necessary;
you, and if applicable the business or entity that you represent on the Service, are licensed, qualified, and/or authorized to post, upload, communicate with other users about, and make decisions based upon, the materials or information that you make available, or that is otherwise available on, the Service, as required by applicable law, regulation and best industry standards; and
you, and if applicable the business or entity that you represent on the Service, are/is not a competitor of Endear.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service. You further agree that you are primarily responsible for, and liable to, us for all the conduct engaged in by your employees or representatives through your Account.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:

is unlawful or encourages another to engage in anything unlawful;
contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You must keep your user name and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your Account or profile by others.

You further agree that you will not do any of the following:

breach, through the Service, any agreements that you enter into with any third parties;
stalk, harass, injure, or harm another individual through the Service;
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;
utilize the Software or Platform in any way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
harvest or collect the email address, contact information, or any other personal information of other users of the Service;
use any means to crawl, scrape or collect content from the Service via automated or large group means;
make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
impersonate any other person or business;
attempt to access or access any portion of the Service that is not public; or
attempt to override or override any security measures in place on the Service.

We reserve the right, in our sole discretion, to protect users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Service, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

7. Intellectual Property

Ownership. We reserve all rights not expressly granted to you in these Terms. The Software and all related products and services proprietary to Endear are protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Software and all copies of the Software. These Terms do not grant you any rights to our trademarks or service marks. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction. You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Software (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to Endear and acknowledge that we are free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Software in our sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted to you herein are reserved by Endear.

Your Content. The Software may include functionality for uploading or providing suggestions, recommendations, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”). You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason or purpose, including to provide, promote, and/or incorporate into the Software, subject to the terms of our Privacy Policy. You retain any ownership rights you may have in your Content, subject to the rights you granted to us under this Agreement. You may modify or remove your Content via your Account or by terminating your Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Platform.

You shall not upload or provide Content or otherwise post, transmit, distribute, or disseminate through your use of the Software any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, discriminatory, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that constitutes a criminal offense or gives rise to civil liability, either by statute or common law; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files, including without limitation malware, viruses, and worms; (e) advertises products or services competitive with Endear or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Software, or which may expose Endear, its affiliates or its customers or other persons to harm or liability of any nature. Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Endear may also monitor such Content to detect and prevent fraudulent activity or violations of this Agreement. You understand that by using the Software, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

8. Privacy Policy

You understand and agree that our Privacy Policy shall govern the collection and use of data obtained by us through your use of the Service. You acknowledge and agree that we may direct users to our Privacy Policy so that they may become familiar with our practices. You represent and warrant that your privacy policy shall not conflict with the Endear Privacy Policy, and that in the event of such conflict, the terms of our Privacy Policy shall control. Customer further acknowledges and agrees that it is responsible for ensuring that any opt-in, opt-out, and any other rights request by an individual pursuant to an applicable data privacy law is properly communicated to, coordinated with, and carried out in a timely manner by all relevant parties. Upon becoming aware of such a request, Endear shall take all steps it is required to take by applicable law and such additional as it deems reasonable, in its discretion.

9. Enforcement and Termination

We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time, and to terminate any user at any time . Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.

All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.

10. Third Party Links

The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties. We do not endorse any third party (including other users) content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

11. Disclaimers and Limitation on Liability

YOU ACKNOWLEDGE THAT THE SOFTWARE PROVIDED BY ENDEAR IS LICENSED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ENDEAR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS OR IMPLIED, REGARDING THIS AGREEMENT AND THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ENDEAR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET ALL OF YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

ENDEAR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY OR LIABILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY. ENDEAR DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, GOODS OR SERVICES THAT ARE PAID FOR USING THE SOFTWARE.

FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF SUCH CONTENT, AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON SUCH CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU I) FOR ANY DAMAGE OR LOSS IN EXCESS OF THE FEES PAID BY YOU TO US FOR THE SERVICES FOR THE 12 MONTH TERM OF THE AGREEMENT AND (II) OR (II) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of $500.00, or (2) any indirect, incidental, punitive, exemplary, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service or any goods sold or provided by us. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Agreement have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.

This limitation shall not apply to any damage that we cause you intentionally or knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, ENDEAR’S LIABILITY OF WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and You agree to defend, indemnify and hold harmless Endear and its directors, officers, employees, affiliates and agents from and against any and all third party claims, liability, damages, expenses and costs actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of this Agreement or any other policy; (b) your access to, use, or misuse of the Platform, Site or the Software; and (c) your infringement or infringement by any other user of your account, of any intellectual property or other right of any other person. Endear will provide notice to you of any such claim, suit, or proceeding. Endear reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification hereunder. In such case, you agree to cooperate with any reasonable requests assisting Endear’s defense of such matter.

13. Governing Law and Jurisdiction; Arbitration

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and Endear shall have three (3) arbitrators.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: We Are Arthur, Inc., 4 East 72nd Street, 3A, New York, New York 10021 USA.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Endear agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Endear agree that each have waived any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitrations does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

14. Policies for Children

The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in accordance with the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information. For more information about our privacy practices with respect to the personal information of children, please see our Privacy Policy, available at endearhq.com/privacy-policy.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

15. General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. This Agreement is subject to change on a prospective basis at any time provided that Provider notifies Company of any changes with at least 30-days’ prior written notice via email, with confirmation receipt required. Your use of the Service after the effective date of any changes will constitute your acceptance of such changes.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: We Are Arthur, Inc., 4 East 72nd Street, 3A, New York, New York 10021 USA, or sent via email to legal@endearhq.com.

Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event.

Entire Agreement. This Agreement, including the Terms of Service, Privacy Policy, policies and documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

16. Copyright Policy

If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
Information reasonably sufficient to permit us to contact you;
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,
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 an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

We Are Arthur, Inc.

4 East 72nd Street, 3A

New York, New York 10021

USA

e-mail: legal@endearhq.com

17. Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to legal@endearhq.com containing the following information:

Your name, physical address, e-mail address and phone number;
A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
Identification of the location of the material on the Service;
If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Agreement shall be in writing and addressed to: We Are Arthur, Inc., 4 East 72nd Street, 3A, New York, New York 10021 USA, or sent via email to legal@endearhq.com.