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Terms of Service

1. Your Acceptance

  1. The terms of this agreement (“Terms of Service”) govern the relationship between you and Paragraph LLC (hereinafter “Paragraph” or “us” or “we”) regarding your use of Paragraph’s applications and related services, which includes Paragraph websites (the “Service”). By creating an account or accessing or using the Service, you accept and agree to be bound by these Terms of Service and consent to the collection, use and storage of your information as outlined in the Paragraph Privacy Policy, available at http://www.paragraph.me/privacy, incorporated herein by reference. If you do not agree to be bound by all of these Terms of Service, do not access or use the Service.
  2. You should periodically review the most up-to-date version of the Terms of Service, available at http://www.paragraph.me/terms. Paragraph reserves the right, at our sole discretion, to change, modify, add or remove portions of these Terms of Service and its Privacy Policy at any time. If a revision, in our sole discretion, is material, we will post a notice on the Paragraph website. Your use of the Service after we post revised Terms of Service or Privacy Policy indicates to us that you have agreed to be bound by the revised Terms of Service or Privacy Policy. If the revised Terms of Service are not acceptable to you, your only recourse will be to stop using the Service. Paragraph may also revise other policies, codes or rules at any time, and the new versions will be available on www.paragraph.com or in the Service. If at any point you do not agree to any portion of the then-current version of any Paragraph policy, rules or codes of conduct relating to your use of the Service, your only recourse will be to stop using the Service.
  3. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service.
  4. No amendment to the Terms of Service or Privacy Policy shall apply to any dispute of which Paragraph had actual notice before the date of the amendment. These Terms of Service may not be otherwise amended except in a writing hand-signed by you and us. For purposes of this provision, “writing” does not include an e-mail message and a signature does not include an electronic signature. To the extent the Terms of Service or Paragraph Privacy Policy conflict with any other Paragraph terms, policy, rules or codes of conduct, the terms contained in these Terms of Service and in the Paragraph Privacy Policy shall govern.

 

2. License Grant

Subject to your agreement and continuing compliance with these Terms of Service and any other relevant Paragraph policies, Paragraph grants you a non-exclusive, non-transferable, revocable limited license subject to the limitations in Section 4 to access and use the Service using a Paragraph-supported web browser (such as Opera, Mozilla Firefox, Google Chrome or Microsoft Internet Explorer 8 and more recent) or mobile device solely for your own non-commercial entertainment purposes. You agree not to use the Service for any other purpose.

 

3. Accessing the Service

Before accessing or using the Service, including browsing any Paragraph website or accessing an application, you may be required to register an account on the Service (an “Account”), have a valid account on the social networking service (“SNS”) through which you connect to the Service, or have an account with the applications provider for your mobile device. If you access the Service from an SNS you shall comply with its terms of service as well as with these Terms of Service.

  1. When creating or updating an Account, you are required to provide Paragraph with certain personal information, which may include your name, birth date, e-mail address, and, in some cases, payment information. This information will be held and used in accordance with Paragraph’s Privacy Policy, available at http://www.paragraph.me/privacy. You agree to provide accurate, complete, and up to date information to Paragraph. You understand that on certain Paragraph websites your user ID number, name and profile picture will be publicly available and that search engines may index your name and profile photo. 
  2. You agree not to disclose your Account password to anyone. You are responsible for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Paragraph of any unauthorized use of your Account.

 

4. Use of the Service

The following restrictions apply to the use of the Service:

  1. You shall not create an Account or access the Service if you are under the age of 13. You shall monitor your Account to restrict use by minors, and you will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Service by minors. You are responsible for any use of your credit card or other payment instrument (e.g. Paypal) by minors;
  2. You shall not have more than one Account, per platform or SNS, at any given time, and shall not create an account using a false identity or information, or on behalf of someone other than yourself;
  3. You shall not have an Account or use the Service if you have previously been removed by Paragraph, or previously been banned from using any Paragraph application;
  4. You shall not use the Service to advertise, or solicit, or transmit any commercial advertisements or unauthorized communications, including chain letters, junk e-mail, spam and any materials that promote malware, spyware and downloadable items;
  5. You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account or any virtual items or virtual currency associated with your Account to anyone without Paragraph’s written permission, or access or use an Account which has been rented, leased, sold, traded, gifted, bequeathed, or otherwise transferred from the Account creator without Paragraph’s permission;
  6. You shall not engage in any act that Paragraph deems to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms, our application rules, application mechanics or policies;
  7. You shall not use the Service in connection with any violation of any applicable law or regulation, to engage in any illegal conduct, or to do anything that promotes the violation of any applicable law or regulation;
  8. You shall not (i) use cheats, exploits, automation software, bots, hacks, mods or any unauthorized third-party software designed to modify or interfere with the Service, any Paragraph application or any Paragraph application experience; or (ii) use the Service in order to design or assist in the design of cheats, automation software, bots, hacks, mods or any other unauthorized third-party software designed to modify or interfere with the Service, any Paragraph application or any Paragraph application experience;
  9. You shall not, without Paragraph’s express written consent, modify or cause to be modified any files that are a part of the Service or any Paragraph application;
  10. You shall not disrupt, overburden, or aid or assist in the disruption or overburdening of (i) any computer or server used to offer or support the Service or any Paragraph application environment (each a ”Server”); or (ii) the enjoyment of the Service or any Paragraph application by any other person;
  11. You shall not institute, assist, or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
  12. You shall not attempt to gain unauthorized access to the Service, Accounts registered to others or to the computers, Servers, or networks connected to the Service by any means other than the user interface provided by Paragraph, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Service;
  13. You shall not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive, or that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content;
  14. You shall not attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group, including without limitation Paragraph employees;
  15. You shall not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation a Paragraph employee;
  16. You shall not, without Paragraph’s express written consent, use the Service, any Paragraph application, or any part thereof for any commercial purpose;
  17. You shall not interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service or any Paragraph application in any way not expressly permitted by these Terms of Service;
  18. You shall not use any unauthorized third-party software that accesses, intercepts, “mines”, or otherwise collects information from or through the Service or that is in transit from or to the Service, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Service or any Paragraph application to store information about Paragraph application elements, or environment. Paragraph may, at its sole and absolute discretion, allow the use of certain third party user interfaces;
  19. You shall not intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server, or the Service, whether through the use of a network analyzer, packet sniffer or other device;
  20. You shall not make any automated use of the system, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  21. You shall not bypass any robot exclusion headers or other measures we take to restrict access to the service or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Service, or harvest or manipulate data;
  22. You shall not use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Service, or (ii) any connection using programs, tools, or software not expressly approved by Paragraph;
  23. You shall not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service or any Paragraph application, or to obtain any information from the Service or any Paragraph application using any method not expressly permitted by Paragraph;
  24. You shall not copy, modify or distribute rights or content from any Paragraph site or application, or Paragraph’s copyrights or trademarks or use any method to copy or distribute the content of the Service except as specifically allowed in these Terms of Service;
  25. You shall not solicit or attempt to solicit personal information from other users of the Service or any Paragraph application or collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents, or financial information through the Service;
  26. You shall not upload or transmit (or attempt to upload or to transmit), without Paragraph’s express permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).

 

5. Suspension and Termination of Account and Service

  1. WITHOUT LIMITING ANY OTHER REMEDIES, PARAGRAPH MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO PARAGRAPH SERVICES OR PORTIONS THEREOF IF YOU ARE, OR PARAGRAPH SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND PARAGRAPH IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
  2. WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR APPLICATIONS AND SITES, AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
  3. Paragraph reserves the right to stop offering and/or supporting the Service or a particular application or part of the Service at any time, at which point your license to use the Service or a part thereof will be automatically terminated. In such event, Paragraph shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services.
  4. Termination of your Account can include disabling your access to the Service or any part thereof including any content you submitted or others submitted.
  5. You may cancel any Account registered to you at any time by contacting us at paragraph.com/contact.

 

6. Ownership

  1. The Service (including without limitation any applications, titles, computer code, themes, objects, characters, character names, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, in-application chat transcripts, character profile information, recordings of applications using a Paragraph application client, and the Paragraph application clients and server software) are copyrighted works owned by Paragraph LLC. Paragraph reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with its applications and the Service.
  2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN THE ACCOUNT, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO THE ACCOUNT ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF PARAGRAPH. PARAGRAPH RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 120 DAYS.
  3. Paragraph owns, has licensed, or otherwise has rights to use all of the content that appears in the Service or the Paragraph applications. Notwithstanding any provision to the contrary herein, you agree that you have no right or title in or to any content that appears in the Service, including without limitation the virtual goods or currency appearing or originating in any Paragraph application, whether earned in an application or purchased from Paragraph, or any other attributes associated with an Account or stored on the Service.

 

7. User Content

  1. For purposes of these Terms of Service, “User Content” means any communications, images, sounds, and all the material, data, and information that you upload or transmit through a Paragraph application or the Service, or that other users upload or transmit, including without limitation any chat text or comments.

  2. The Service may include various forums, blogs and chat features where you can post User Content, including your observations and comments on designated topics. By transmitting or submitting any User Content while using the Service, you affirm, represent and warrant that such transmission or submission is (i) accurate and not confidential; (ii) not in violation of any laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content; (iii) free of viruses, adware, spyware, worms or other malicious code; and (iv) you acknowledge and agree that any of your personal information within such content will at all times be processed by Paragraph in accordance with its Privacy Policy.
  3. You hereby grant Paragraph a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your User Content as well as all modified and derivative works thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any User Content. The license you grant us to use user posted content survives deletion of your User Content and the closing of your Account, particularly your User Content that has been shared with others. You understand and accept that removed content may persist in back-up copies.
  4. Paragraph assumes no responsibility for the conduct of any user submitting any User Content, and assumes no responsibility for monitoring the Service for inappropriate content or conduct. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, our representatives or technology may monitor and/or record your interaction with the Service or communications (including without limitation chat text) when you are using the Service. By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any User Content, including without limitation chat text or voice communications. If at any time Paragraph chooses, in its sole discretion, to monitor the Service, Paragraph nonetheless assumes no responsibility for User Content and assumes no obligation to modify or remove any inappropriate User Content.
  5. Paragraph cannot guarantee that other members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. Paragraph shall have no responsibility to evaluate, use or compensate you for any ideas or information you may choose to submit. PARAGRAPH IS NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY FORUMS, BLOGS AND CHAT ROOMS..
  6. You are solely responsible for the information that you post on, through or in connection with the Service and that you provide to others. Information, materials, products or services provided by other users may, in whole or in part, be unauthorized, impermissible or otherwise violate these Terms of Service, and Paragraph assumes no responsibility or liability for this material. If you become aware of misuse of the Service by any person, please contact us to report.
  7. Paragraph may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in the sole judgment of Paragraph violates these Terms of Service. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any User Content.
  8. Paragraph reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Service.

 

8. Digital Millennium Copyright Act

  1. Paragraph does not permit copyright infringing activities and infringement of intellectual property rights on the Service and will remove any content if properly notified that content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    3. 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 the service provider to locate the material;
    4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an e-mail address;
    5. 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
    6. 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.

Paragraph’s designated Copyright Agent to receive notifications of claimed infringement is Copyright Agent, email: copyright@paragraph.me. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Paragraph customer service through http://www.paragraph.me/contact/. You acknowledge that if you fail to comply with all of the requirements of this Section 8, your DMCA notice may not be valid.

 

9. Disclosure

You expressly agree that we have the right, at all times, and at our sole discretion, to disclose any user content and other information (including without limitation chat text, voice communications, IP addresses and your personal information) (i) in response to legal process (for example, a court order, search warrant or subpoena) when we have a good faith belief that the information is required to be disclosed in response to legal process, (ii) to allow us to satisfy any applicable law, regulation or governmental request; (ii) to allow us to enforce these Terms of Service, the Paragraph Privacy Policy or any other agreement, terms or policy relating to the Service, (iii) to protect our legal rights and remedies; (iv) in other circumstances in which we believe the Paragraph applications or web sites are being used in the commission of a crime (including exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction) and for the purpose of reporting the same to the appropriate authorities, (v) to report any other suspected crime or other offensive behavior to the appropriate authorities, (vi) when we have a good faith belief that there is a threat to the health and/or safety of you or another person; or (vii) when necessary either to protect the rights or property of Paragraph, or for us to render the Service you have requested.

 

10. Payment of Fees.

You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. Paragraph may revise the pricing for the goods and services offered through the Service at any time. YOU ACKNOWLEDGE THAT PARAGRAPH IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

 

11. Third Party Links and Advertisements

  1. You understand that the Service and Paragraph applications may feature advertisements from Paragraph or third parties. Paragraph’s disclosure of information for third party advertising is addressed in Paragraph’s Privacy Policy, available at: http://www.paragraph.com/privacy.
  2. Paragraph may provide links on the Service to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving optional Services and/or upgrades (such as in-application currency). Any charges or obligations you incur in your dealings with these third parties are your responsibility. Paragraph makes no representation or warranty regarding any content, goods and/or services provided by any third party even if linked from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under the control of Paragraph and may collect data or solicit personal information from you. Paragraph is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement of Paragraph of these linked sites.

 

12. Updates to the Service

You understand that the Service is an evolving one. Paragraph may require that you accept updates to the Service and to Paragraph’s applications you have installed on your computer or device. You acknowledge and agree that Paragraph may update the Service and Paragraph applications, with or without notifying you. You may need to update third party software from time to time in order to receive the Service and use Paragraph’s applications.

 

13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

  1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER PARAGRAPH NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY,”PARAGRAPH PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
  2. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE PARAGRAPH PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE PARAGRAPH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE PARAGRAPH PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. UNDER NO CIRCUMSTANCES WILL THE PARAGRAPH PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID PARAGRAPH IN THE ONE HUNDRED AND TWENTY DAYS (120) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID PARAGRAPH ANY AMOUNTS IN THE ONE HUNDRED AND TWENTY DAYS (120) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PARAGRAPH IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.

 

14. Indemnification

You agree to indemnify, save, and hold Paragraph, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. Paragraph reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Paragraph, and you agree to cooperate with Paragraph’s defense of these claims. Paragraph will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

 

15. Dispute Resolution, Governing Law and Jurisdiction

  1. You and Paragraph agree that if a dispute arises between you and Paragraph, we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to Customer Support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
  2. This Agreement and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Paragraph LLC must be resolved exclusively by a state or federal court located in New York, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located in New York for the purpose of litigating all such claims or disputes.
  3. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:
    1. the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
    2. the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
    3. any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
  4. All claims you bring against Paragraph must be resolved in accordance with this Section 15. All claims filed or brought contrary to Section 15 shall be considered improperly filed. Should you file a claim contrary to Section 15, Paragraph shall be entitled to recover attorneys’ fees and costs up to $3000, provided that Paragraph has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

 

16. Severability

You and Paragraph agree that if any portion of these Terms of Service or of the Paragraph Privacy Policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

 

17. Assignment

Paragraph may assign or delegate these Terms of Service and/or the Paragraph Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without Paragraph’s prior written consent exercised in Paragraph’s sole and absolute discretion, and any unauthorized assignment and delegation by you is ineffective.

 

18. Supplemental Policies

Paragraph may publish additional policies related to specific services. Your right to use such services is subject to those specific policies and these Terms of Service.

 

19. Entire Agreement

These Terms of Service, any supplemental policies and any documents expressly incorporated by reference herein (including the Paragraph Privacy Policy), contain the entire understanding between you and Paragraph, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Service.

 

20. Survivability

You agree that rights belonging to Paragraph and obligations of Yours for breaches of the Terms of Service, as well as Section 6. (Ownership), Section 7 (User Content, with respect to content posted by you and the release), Section 10 (Payment of Fees), and Sections 13 through 24 will survive any termination of your Account(s) or of the Service.

 

21. Waiver; Modification

  1. The failure of Paragraph to require or enforce strict performance by you of any provision of these Terms of Service or the Paragraph Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Paragraph’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by Paragraph of any provision, condition, or requirement of these Terms of Service or the Paragraph Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
  2. Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by Paragraph shall be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of Paragraph.

 

22. Notices

We may notify you via postings on www.paragraph.com and via e-mail or any other communications means to contact information you provide to us. All notices given by you or required from you under these Terms of Service or the Paragraph Privacy Policy shall be in writing and addressed to: Paragraph LLC Attn: LEGAL DEPARTMENT, 16 Idlewood Road, White Plains, NY 10605. Any notices that you provide without compliance with this Section 22 shall have no legal effect.

 

23. Equitable Remedies

You acknowledge that the rights granted and obligations made under these Terms of Service to Paragraph are of a unique and irreplaceable nature, the loss of which shall irreparably harm Paragraph and which cannot be replaced by monetary damages alone so that Paragraph shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service or any Paragraph application, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit any claims to claims for monetary damages pursuant to Section 13.

 

24. Force Majeure

Paragraph shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Paragraph, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Paragraph’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.