Last Updated Date: August 26, 2026.
SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT THE AI COACH IS NOT A HUMAN. THE AI COACH IS AN AI-BASED TOOL AND IS NOT A REPLACEMENT FOR HUMAN INTERACTION, PROFESSIONAL COUNSELING, OR THERAPY. THE AI COACH IS NOT AN AI COMPANION OR COMPANION CHATBOT AND IS NOT DESIGNED TO SIMULATE A FRIENDSHIP OR HUMAN RELATIONSHIP. YOU FURTHER ACKNOWLEDGE AND AGREE THAT GENERATIVE AI TECHNOLOGY IS KNOWN TO PRODUCE INACCURATE RESPONSES AND DECODELOVE DOES NOT GUARANTEE THAT ANY RESPONSES WILL BE HELPFUL OR ACCURATE. YOU UNDERSTAND THIS IS A TOOL AND RESOURCE. IT IS NOT INTENDED TO TAKE THE PLACE OF YOUR INDEPENDENT JUDGMENT OR PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT DECODELOVE DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, EFFICACY, VERACITY, COMPLETENESS, APPROPRIATENESS, OR SAFETY OF ANY INFORMATION OR RESOURCES RECEIVED OR PROVIDED OR MADE AVAILABLE THROUGH THE SERVICES. THE DECODELOVE PARTIES (AS DEFINED IN SECTION 7) DO NOT THEMSELVES PROVIDE SERVICES TO YOU REQUIRING PROFESSIONAL LICENSURE OR QUALIFICATIONS (E.G., PHYSICIAN, PSYCHOLOGIST, THERAPIST, COUNSELOR, OR OTHER CLINICAL PROFESSIONAL SERVICES) AND THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL, PSYCHOLOGICAL, THERAPEUTIC, OR OTHER CLINICAL ADVICE OR OPINION. THE SERVICES ARE NOT INTENDED FOR EMERGENCY USE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION. IF YOU ARE SUICIDAL OR ARE EXPERIENCING SUICIDAL THOUGHTS, IMMEDIATELY CALL THE NATIONAL SUICIDE PREVENTION LIFELINE AT 988. IF YOU ARE OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS LINE: WWW.IASP.INFO/CRISIS-CENTRES-HELPLINES/.
Updates. You understand that the Services are evolving. You acknowledge and agree that DecodeLove may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services. Any future release, update or other addition to the Services shall be subject to this Agreement.
Usage Limits. DecodeLove reserves the right to impose limits or restrictions on your use of the Services, or any feature thereof, including limits on the number, frequency, length, or duration of sessions or interactions (including with the AI Coach), at any time and in its sole discretion, with or without notice to you. Your continued use of the Services is subject to any such limits or restrictions as may be in effect from time to time.
Usage Restrictions. You agree not to: (a) license, sell, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion thereof; (b) frame or utilize framing techniques to enclose any trademark or logo of DecodeLove, or any other portion of the Services (including images, text, page layout or form); (c) use any metatags or other “hidden text” using DecodeLove’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services in any form or by any means; (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (g) send through the Services unsolicited or unauthorized advertising, promotional materials, contests, sweepstakes, barter, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (h) impersonate any person or entity, including any employee or representative of DecodeLove; (i) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; (j) provide false, misleading, or inaccurate information to DecodeLove or any other member; (k) attempt to probe, scan, or test the vulnerability of the Services or any associated system or network; (l) intentionally or unintentionally violate any applicable law; (m) stalk or otherwise harass another user or employee of the Services; (n) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (o) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (p) interfere with any other user’s use and enjoyment of the Services; (q) request or offer to perform a request that is illegal or violates any of the terms set forth herein; or (r) attempt to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages that are part of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials), introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
DecodeLove Communications. By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail and push notifications, as further described in our Privacy Policy. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
Beta Features. From time to time, DecodeLove may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at DecodeLove’s sole discretion. The provisions of this Agreement apply with full force to such features or tools.
REGISTRATION.
Registering Your Account. In order to access certain features of the Services you may be required to register an account on the Services (“Account”). In creating an Account, we ask that you provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts.
Registration Data. In registering an Account on the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify DecodeLove immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or DecodeLove has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, DecodeLove has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. DecodeLove reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by DecodeLove, or if you have been previously banned from any of the Services.
Partner Accounts. The Services allow you to invite another individual (e.g., a romantic partner or spouse) to create their own Account and link it with yours (each such linked Account, a “Partner Account”). When you invite a partner, they will receive an invitation via e-mail and will be required to create their own Account and accept this Agreement independently. Once both Accounts are linked, each user will be able to view the other’s Archetype Profile and certain related information as described in the Services. Each user retains sole control over their own Account and is solely responsible for their own Account activity. Either user may unlink a Partner Account at any time through the settings of their Account. Upon unlinking, each user will retain their own Account and content, but will no longer have access to the other user’s Archetype Profile or linked information. By inviting a partner to use the Services and linking your Account, you represent and warrant that (a) the individual you are inviting has consented to receiving the invitation and (b) you understand and agree that your Archetype Profile and certain information about your use of the Services will be shared with your linked partner as described in the Services and our Privacy Policy.
Necessary Equipment and Software. You must provide all equipment and software necessary to access the Services, including but not limited to, a device that is suitable to connect with and use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
CONTENT.
Your Content. You acknowledge that all content on the Services is the sole responsibility of the party from whom such content originated. This means that you, and not DecodeLove, are entirely responsible for all content, including without limitation, text, photographs, and genetic data, that you upload, post, message, text, transmit or otherwise make available (“Make Available”) through the Services, including all Prompts that you submit to our AI Coach (collectively, “Your Content”).
Use of AI. Our Services utilize certain artificial intelligence and deep learning platforms, algorithms and models (“Models”) to generate certain responses, recommendations, and reports, including relationship coaching insights, Archetype Profiles, and personalized recommendations based on your intake responses and interactions (“Outputs”) based on the queries, prompts, intake responses, and other inputs that are submitted by you through the Services (“Prompts”). You acknowledge that the Outputs are based on your Prompts, as well as Models and other information, and that DecodeLove has no control over any such Prompts, Models or information. Accordingly, all Outputs are provided “as is” and with “all faults,” and DecodeLove makes no representations or warranties of any kind or nature with respect to any Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through the Services, and you assume all risks associated with your use of your Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party. Furthermore, DecodeLove will have no liability for the unavailability of any Models, or any third party’s decision to discontinue, suspend or terminate any third-party provided Models. You understand that additional license requirements may apply to certain Models, and will be included in information for such Models as part of your use of the Services and that you must review and comply with such requirements for the Models used.
AI Coach. As part of the Services, DecodeLove provides an artificial intelligence powered chatbot designed to provide you with personalized relationship coaching, including recommendations, resources, and information related to your relationship dynamics and communication (“AI Coach”). The AI Coach responds to user requests with automated replies, based on each user’s Prompts, leveraging certain third-party services or applications to power the Services’ chatbot function, which are integrated into the chatbot function (each provider of such third-party service or application, a “Third Party Provider”). By using the AI Coach, you hereby consent and authorize DecodeLove to share any information you provide with one or more Third Party Providers to the extent it is related to responding to your Prompts. YOU, AND NOT DECODELOVE, SHALL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE AI COACH. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT, ACT, OR OMISSION YOU ENGAGE IN AS A RESULT OF THE RESPONSES OR INFORMATION PROVIDED BY THE SERVICES, INCLUDING THE AI COACH, IS AT YOUR OWN RISK. BECAUSE THE AI COACH USES ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, IT MAY PROVIDE RESPONSES OR INFORMATION THAT ARE INACCURATE IN ITS INTERACTIONS WITH YOU. YOU AGREE THAT DECODELOVE WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY RELATING TO THE AI COACH (OR ANY OTHER AI-ENABLED FEATURE MADE AVAILABLE BY DECODELOVE OR THIRD PARTY PROVIDERS) PROVIDING RESPONSES OR INFORMATION TO YOU, REGARDLESS OF WHETHER SUCH RESPONSES OR INFORMATION ARE ACCURATE OR INACCURATE.
Archetype Profiles. When you complete your intake questionnaire and interact with the Services, DecodeLove may generate a personalized Archetype Profile based on your responses, interactions, and, if you elect to upload genetic data, certain genetic trait markers. Your Archetype Profile is designed to provide insights into your personality traits, communication styles, and relationship dynamics, and to enable the AI Coach to provide more personalized coaching. Archetype Profiles are generated using our proprietary algorithms and Models and are provided for informational and educational purposes only. DecodeLove makes no representations or warranties as to the accuracy, completeness, or scientific validity of any Archetype Profile. You should not rely on your Archetype Profile as a substitute for professional counseling, therapy, or medical advice. If you have a linked Partner Account, your Archetype Profile may be shared with your linked partner as described in Section 2.3 (Partner Accounts) and our Privacy Policy.
Genetic Data. The Services may allow you to upload genetic data obtained from third-party genetic testing services (e.g., 23andMe, Ancestry, or similar services) (“Genetic Data”). DecodeLove does not perform genetic testing and does not collect biological samples. By uploading Genetic Data to the Services, you represent and warrant that: (a) the Genetic Data is your own or you have the legal authority to upload it; (b) you have obtained the Genetic Data from a lawful source and in compliance with all applicable laws; and (c) you understand and consent to DecodeLove’s use of such Genetic Data as described in this Agreement and our Privacy Policy. YOUR GENETIC DATA IS NOT USED FOR MEDICAL, DIAGNOSTIC, OR CLINICAL PURPOSES. DECODELOVE DOES NOT PROVIDE GENETIC COUNSELING, MEDICAL DIAGNOSES, OR HEALTH-RELATED INTERPRETATIONS OF YOUR GENETIC DATA. THE INSIGHTS DERIVED FROM YOUR GENETIC DATA ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE USED AS A BASIS FOR ANY MEDICAL, HEALTH, OR CLINICAL DECISIONS. You acknowledge that: (i) genetic science is evolving and the interpretation of genetic markers may change over time; (ii) the insights provided based on Genetic Data are based on current research and DecodeLove’s proprietary algorithms and may not reflect the full complexity of genetic influences on personality and behavior; (iii) you should consult a qualified genetic counselor or healthcare provider if you have questions about the medical or health implications of your genetic information; and (iv) once you upload Genetic Data to the Services, DecodeLove may de-identify and aggregate such data for use in improving its Models, algorithms, and Services, in accordance with applicable law and our Privacy Policy. You may delete your Genetic Data from the Services at any time through your Account settings. Upon deletion, DecodeLove will remove your Genetic Data from the Services and cease using it in identifiable form, subject to any de-identified or aggregated data that has already been incorporated into DecodeLove’s Models in accordance with our Privacy Policy.
No Obligation to Pre-Screen Content. If DecodeLove believes that criminal activity has occurred, DecodeLove reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in DecodeLove’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of DecodeLove, its users or the public, and all enforcement or other government officials, as DecodeLove in its sole discretion believes to be necessary or appropriate.
Storage. DecodeLove has no obligation to store any of Your Content that you Make Available on the Services.
FEES AND PURCHASE TERMS
Payment. You shall pay all fees or charges (“Fees”) to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing DecodeLove and/or our payment processor with your payment information, you agree that DecodeLove and/or our payment processor is authorized to immediately invoice your Account for all Fees due and payable to DecodeLove hereunder and that no additional notice or consent is required. You shall immediately notify DecodeLove of any change in your payment information to maintain its completeness and accuracy. DecodeLove reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to DecodeLove and/or our payment processor or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Services are non-refundable.
Taxes. If at any point DecodeLove determines it has an obligation to collect Sales Tax from you in connection with this Agreement, DecodeLove will collect such Sales Tax in addition to any Fees. If any Services, or payments for any Services, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to DecodeLove, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify DecodeLove for any liability or expense DecodeLove may incur in connection with such Sales Taxes. Upon DecodeLove’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
OWNERSHIP.
Services. Except with respect to Your Content, you agree that DecodeLove and its suppliers own all rights, title and interest in the Services, including all underlying AI models, algorithms, and related technology, and all improvements, enhancements and updates made to any of the foregoing. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services. Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in this Agreement are hereby reserved and retained by DecodeLove.
Trademarks. DECODELOVE, the DecodeLove logo, and all related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of DecodeLove and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
Your Content. DecodeLove does not claim ownership of Your Content. However, when you Make Available Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
License to Your Content. You grant DecodeLove a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, prepare derivative works of, publicly perform, publicly display, and otherwise fully exploit Your Content (in whole or in part) for the purposes of operating and providing the Services to you and our other users, and to train, develop, enhance, evolve and improve the Services and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), and in connection with our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). We obtain your consent separately when required by law to use or disclose your genetic information.
Feedback. If you elect to provide suggestions or feedback, you hereby grant to DecodeLove a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you that relates to the Services. DecodeLove will not identify you as the source of any such feedback.
USER CONDUCT AND CERTAIN RESTRICTIONS. THE SERVICES ARE DESIGNED TO PROVIDE ACCESS TO RELATIONSHIP COACHING, EDUCATIONAL RESOURCES, AND RELATED INFORMATION. YOU AGREE THAT YOUR PROMPTS AND YOUR CONTENT WILL BE RELEVANT TO THE PURPOSE OF RECEIVING SUCH RELATIONSHIP COACHING AND RELATED RESOURCES AND FOR NO OTHER PURPOSE. Without limiting the generality of the foregoing, as a condition of use, you agree not to (and shall not permit any third party to) Make Available any content or take any action using the Services that: (a) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party’s rights; (b) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (c) posts or submits a photograph of another person without that person’s permission; (d) contains adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity, or graphic violence; (e) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (f) exploits political agendas or “hot button” issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (g) you do not have the right to Make Available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (h) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor; (i) forges headers or otherwise manipulates identifiers in order to disguise the origin of any content or other materials transmitted to or through the Services; (j) attempts to identify any anonymous user; (k) includes genetic data or other personal information of any third party without such third party’s express consent; or (l) we deem in violation of Section 1.4 (Usage Restrictions).
INDEMNIFICATION. You agree to indemnify and hold DecodeLove, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “DecodeLove Party” and collectively, the “DecodeLove Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content (including Prompts and any Genetic Data you upload); (b) your use of, or inability to use, any of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other users; or (e) your violation of any applicable laws, rules or regulations. DecodeLove reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with DecodeLove in asserting any available defenses. This provision does not require you to indemnify any of the DecodeLove Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Services.
DISCLAIMER OF WARRANTIES AND CONDITIONS.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, YOUR USE OF OUR AI COACH, IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE DECODELOVE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. THE DECODELOVE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THAT DEFECTS WILL BE CORRECTED; (D) THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING ANY ARCHETYPE PROFILES, AI COACH RESPONSES, OR OUTPUTS, WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. DECODELOVE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NOTE THAT THE AI COACH, ARCHETYPE PROFILES, AND OTHER SERVICES ARE NOT INTENDED TO REPLACE THE ADVICE OR SERVICES OF A LICENSED THERAPIST, COUNSELOR, OR OTHER TRAINED PROFESSIONAL. YOU ACKNOWLEDGE AND AGREE THAT ANY CONDUCT YOU ENGAGE IN AS A RESULT OF YOUR INTERACTIONS WITH THE AI COACH AND/OR YOUR ARCHETYPE PROFILE IS AT YOUR OWN RISK. THE DECODELOVE PARTIES DO NOT (1) GUARANTEE ANY RESULT OR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR RESOURCES PROVIDED WITHIN, OR IN CONNECTION WITH, THE SERVICES, INCLUDING WITH RESPECT TO ANY OUTPUTS OR ANY ARCHETYPE PROFILE PROVIDED TO YOU; OR (2) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY SUCH OUTPUTS, INCLUDING YOUR ARCHETYPE PROFILES OR ANY INFORMATION OR RESOURCES PROVIDED AS PART OF ANY OUTPUTS. UNDER NO CIRCUMSTANCES WILL THE DECODELOVE PARTIES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION OR RESOURCES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DECODELOVE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. LAWS AND REGULATIONS GOVERNING USE OF GENERATIVE ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND DECODELOVE DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT YOUR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE LAWS.
No Professional Advice. THE SERVICES, INCLUDING THE AI COACH, ARE NOT A LICENSED MEDICAL, MENTAL HEALTH, BEHAVIORAL HEALTH, COUNSELING, THERAPEUTIC, OR OTHER PROFESSIONAL SERVICE, AND ARE NOT A SUBSTITUTE FOR CARE OR ADVICE FROM A QUALIFIED, LICENSED PROFESSIONAL. THE AI COACH IS NOT A HUMAN BEING AND DOES NOT HOLD ANY PROFESSIONAL LICENSE OR CERTIFICATION. NOTHING COMMUNICATED BY THE AI COACH OR OTHERWISE THROUGH THE SERVICES CONSTITUTES, OR SHOULD BE RELIED UPON AS, PROFESSIONAL ADVICE OR A DIAGNOSIS, TREATMENT, OR RECOMMENDATION OF ANY KIND. THE DECODELOVE PARTIES DO NOT THEMSELVES PROVIDE SERVICES TO YOU REQUIRING PROFESSIONAL LICENSURE OR OTHER SIMILAR QUALIFICATIONS (E.G., PHYSICIAN, PSYCHOLOGIST, THERAPIST, COUNSELOR, OR OTHER CLINICAL PROFESSIONAL SERVICES) AND THE SERVICES PROVIDED BY THE AI COACH DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL, PSYCHOLOGICAL, THERAPEUTIC, OR OTHER CLINICAL ADVICE OR OPINION.
No Professional Relationship. YOUR USE OF THE SERVICES DOES NOT CREATE A THERAPIST-CLIENT, COUNSELOR-CLIENT, PHYSICIAN-PATIENT, OR ANY OTHER PROFESSIONAL RELATIONSHIP BETWEEN YOU AND ANY OF THE DECODELOVE PARTIES.
No Liability for Conduct of Third Parties. YOU AGREE THAT IT IS IMPOSSIBLE FOR DECODELOVE TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THE DECODELOVE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE DECODELOVE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, PROVIDERS OF RESOURCES OR INFORMATION MADE AVAILABLE THROUGH THE OUTPUTS, OR CONTRIBUTORS TO THE MODELS OR THIRD-PARTY PROVIDERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE DECODELOVE PARTIES MAKE NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE DECODELOVE PARTIES MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES. AS A PART OF THE SERVICES, YOU MAY HAVE ACCESS TO MATERIALS THAT ARE HOSTED BY ANOTHER PARTY.
Use at Your Own Risk. You are solely responsible for evaluating the accuracy and appropriateness of all Outputs, Archetype Profiles, and other information provided through the Services, and for ensuring that your use of such information complies with all applicable laws. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES, AND ANY CONDUCT YOU ENGAGE IN AS A RESULT OF THE INTERACTIONS OR THE OUTPUTS, IS AT YOUR OWN RISK. YOU SHOULD NOT RELY ON ANY OUTPUTS AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU MUST NOT USE ANY OUTPUT FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR MATERIAL IMPACT ON ANY PERSON, SUCH AS MAKING MEDICAL, PSYCHOLOGICAL, THERAPEUTIC, LEGAL, FINANCIAL, EMPLOYMENT, OR OTHER IMPORTANT DECISIONS ABOUT SUCH PERSON. IF AN OUTPUT REFERENCES ANY THIRD-PARTY PRODUCTS, SERVICES, OR PERSONS, SUCH REFERENCE DOES NOT MEAN THAT THE REFERENCED THIRD PARTY ENDORSES, IS AFFILIATED WITH, OR HAS ANY RELATIONSHIP WITH DECODELOVE.
No Confidentiality. YOU ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY SET FORTH IN DECODELOVE’S PRIVACY POLICY, DECODELOVE DOES NOT TREAT ANY PROMPTS, YOUR CONTENT, OR OTHER INFORMATION YOU PROVIDE TO OR THROUGH THE SERVICES AS CONFIDENTIAL, AND DECODELOVE SHALL HAVE NO OBLIGATION OF CONFIDENTIALITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ITS USE OF ANY OF THE FOREGOING IN ACCORDANCE WITH THIS AGREEMENT.
LIMITATION OF LIABILITY.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL THE DECODELOVE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT DECODELOVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT ON ANY THEORY OF LIABILITY, RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (E) THE USE OF ANY CONTENT, INFORMATION, OR OTHER MATERIAL ON THE SERVICES OR LINKED TO THROUGH THE SERVICES; OR (F) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A DECODELOVE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A DECODELOVE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A DECODELOVE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE DECODELOVE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO DECODELOVE BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100; OR (C) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A DECODELOVE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A DECODELOVE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A DECODELOVE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Your Content. DECODELOVE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY OF YOUR CONTENT, CHATBOT COMMUNICATIONS OR PERSONALIZATION SETTINGS. YOU ACKNOWLEDGE THAT DECODELOVE MAY COLLECT, USE, DISCLOSE AND OTHERWISE PROCESS YOUR PERSONAL INFORMATION (INCLUDING, WITHOUT LIMITATION, PROMPTS AND OUTPUTS) AS DESCRIBED IN DECODELOVE’S PRIVACY POLICY.
Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DECODELOVE AND YOU.
TERM AND TERMINATION.
Term. The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
Termination of Services by DecodeLove. If you have breached any provision of the Agreement, or if DecodeLove is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), DecodeLove has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in DecodeLove’s sole discretion and that DecodeLove shall not be liable to you or any third party for any termination of your use of the Services.
Termination by You. If you want to terminate this Agreement, you may do so by (a) notifying DecodeLove at any time and (b) closing your Account. Your notice should be sent, in writing, to DecodeLove’s address set forth in the General Provisions below.
Effect of Termination. Upon termination or expiration of this Agreement for any reason all licenses granted hereunder will immediately terminate. Your right to use the Services will automatically terminate immediately, and you understand that termination of the Services may involve deletion of Your Content associated therewith from our live databases. DecodeLove will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, licenses to Your Content, warranty disclaimers, indemnification, governing law, venue, and limitation of liability.
INTERNATIONAL USERS. The Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country; however, DecodeLove makes no representations that the Services are appropriate or available for use in other locations. The Services are controlled and offered by DecodeLove from its facilities in the United States of America. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
ARBITRATION AGREEMENT. Please read this Section 12 (the “Arbitration Agreement”) carefully. It is part of your contract with DecodeLove and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.
Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and DecodeLove agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services, any communications you receive or this Agreement and prior versions of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and DecodeLove may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or DecodeLove may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to this Agreement, but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
Informal Dispute Resolution. There might be instances when a Dispute arises between you and DecodeLove. If that occurs, DecodeLove is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and DecodeLove agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and DecodeLove agree that, as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to DecodeLove should be sent by email to the email listed in Section 14.8. The Notice must include: (1) your name, telephone number, mailing address, and e‑mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‑mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. DecodeLove will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a DecodeLove representative).
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
Waiver of Trial in Front of Judge or Jury. YOU AND DECODELOVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and DecodeLove are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 12.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 12.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and DecodeLove agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state and federal courts located in Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This Section 12.4 does not prevent you or DecodeLove from participating in a class-wide or mass settlement of claims.
Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and DecodeLove agree that either party shall have the right to finally resolve the Dispute through binding arbitration.
The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‑mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‑faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to DecodeLove should be sent by email to the email listed in Section 14.8. DecodeLove will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless you and DecodeLove otherwise agree, or the Batch Arbitration process discussed in Section 12.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).
You and DecodeLove agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
You and DecodeLove agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 12.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 12.4, including any claim that all or part of Section 12.4 is unenforceable, illegal, void or voidable, or that Section 12.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or DecodeLove need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.
Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and DecodeLove agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against DecodeLove by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by DecodeLove.
You and DecodeLove agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the email listed in Section 14.8, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or DecodeLove’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
Invalidity, Expiration. Except as provided in Section 12.4 if any part or parts of this Arbitration Agreement (other than Section 12.9) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section 12.9 is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Delaware. You further agree that any Dispute that you have with DecodeLove as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. You and DecodeLove agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
Modification. You and we agree that DecodeLove retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Services, and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if DecodeLove makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. DecodeLove will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
THIRD-PARTY SERVICES. Certain features, aspects, and services offered through the Services are provided, in whole or in part, by third parties, including Third Party Providers of Models as described in Section 3.3 above (collectively, “Third-Party Services” as provided by “Third-Party Service Providers”). The Services may also contain links to third-party websites and advertisements for third parties. When you click on a link to a third-party website or advertisement, we may not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services, third-party websites, and advertisements are not under the control of DecodeLove. DecodeLove is not responsible for any Third-Party Services, third-party websites, or advertisements. DecodeLove provides access to Third-Party Services, third-party websites, and advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third-Party Services, third-party websites, or advertisements, or any product or service provided in connection therewith. In order to use Third-Party Services, you may be required to enter into additional terms and conditions with Third-Party Service Providers. This Agreement applies only to the Services, and not to the services of any other person or entity, and your right to use such Third-Party Services as part of the Services is subject to and governed by the terms and conditions applicable to such Third-Party Services, as supplied by the Third-Party Service Provider. In the event of a conflict between the terms of this Agreement and the terms of such third-party terms, the terms of the third party shall control with regard to your use of the relevant Third-Party Service. You further acknowledge and agree that a Third-Party Service Provider may collect and use certain information about you, which may include your personal information. Prior to providing information to any Third-Party Service Provider, you should review their privacy policy. If you do not understand or do not agree to the terms of a Third-Party Service Provider’s privacy policy, you should not use the related Third-Party Services. You use all Third-Party Services, third-party websites, and advertisements at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services or third-party websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
GENERAL PROVISIONS.
Electronic Communications. The communications between you and DecodeLove may take place via electronic means, whether you visit the Services or send DecodeLove e-mails, or whether DecodeLove posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from DecodeLove in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DecodeLove provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
Modifications to the Agreement. DecodeLove may modify the terms of this Agreement at any time in its sole discretion. When changes are made, DecodeLove will make a new copy of the Terms of Use Agreement available within the Services and any new Supplemental Terms will be made available from within the Services. We will also update the “Last Updated” date. Any changes will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes on the Services for existing users, provided that any material changes shall be effective for existing users upon thirty (30) days after posting notice of such changes on the Services. DecodeLove may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you may stop using the Services and terminate this Agreement in accordance with Section 10.3. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without DecodeLove’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. DecodeLove may assign, transfer or delegate any of its rights and obligations hereunder without your consent.
Force Majeure. DecodeLove shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at the address listed in Section 14.8. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Governing Law; Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and DecodeLove agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
Notice. Where DecodeLove requires that you provide an e-mail address, you are responsible for providing DecodeLove with your most current e-mail address. In the event that the last e-mail address you provided to DecodeLove is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, DecodeLove’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to DecodeLove at the following: support@decodelove.com.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.