Terms and Conditions

Terms and Conditions

 

ActiveSoul, Inc. (“ActiveSoul”, “us”, or “we”) provides web-based and mobile applications (the “Services”) that enable individuals to stay active through businesses that provide activities (“Merchants”). Our website is located at https://ActiveSoul.us (the “Site”) and you may also download our mobile application (“App”).

The Individual User Terms of Service (the “Agreement”) sets forth the legally binding terms for your use of the Services. By accessing and using the Services, you agree to comply with and be bound by this Agreement, whether you are visiting the Site (“Visitor”) or you are a “Member” (which means that you have registered on the Site or App). The term “User” refers to both Visitors and Members. If you do not agree to this Agreement, you may not access and use the Services. The term “Employer” refers to your employer who is using the Services and possibly subsidizing your activities with Merchants.

If you sign up for additional features and services that are governed by additional terms and conditions, we will inform you accordingly when you sign up for these additional features and services. Unless otherwise provided by the additional terms and conditions, they are hereby incorporated into this Agreement by reference.

1. YOUR ACTIVESOUL ACCOUNT

In order to use the Services (and to become a Member), you must create an ActiveSoul account on the Site or App (the “Account”).

1.1 Eligibility. By using the Services, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are thirteen (13) years of age or older upon registration; (d) your use of the Services does not violate any applicable law or regulation, or any other obligation (including contractual obligation) you might have towards third parties; (e) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and (f) you are not listed on any U.S. Government list of prohibited or restricted parties. Any Account you have created by registering on the Site or App may be deleted without warning if we believe that any representation and warranty you make hereunder is breached or inaccurate.

1.2 Password. When you sign up to become a Member, you will also be asked to choose a password for your Account. You are solely responsible for maintaining the confidentiality of your password. You agree not to use the Account or password of another Member at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.

1.3 Account Information. Once you have created your account, a phone number and address is required to ensure you are properly linked to your Employers account if applicableInformation from your Account is also needed to ensure your access to Merchants’ services.

2. RIGHT TO USE THE SERVICES; RESTRICTIONS

2.1 Grant of Rights. Subject to the terms of this Agreement, upon your creation of an Account on the Site or App, ActiveSoul grants you the non-transferable right to access the Services offered through the Site or App during the term of this Agreement.

2.2 Restrictions. You agree not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Services or the ActiveSoul Content; (b) rent, lease, loan, or sell access to the Services without express written consent by ActiveSoul; (c) decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Services; or (d) permit any use of or access to the Services by any third party, or operate the Services on behalf of or for the benefit of any third party, including the operation of any service that is accessed by a third party.

3. OWNERSHIP OF SERVICES AND CONTENT; USE OF CONTENT

3.1 Services Ownership. You acknowledge that all the intellectual property rights in the Services are owned by ActiveSoul, or ActiveSoul’s licensors. The trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark.

3.2 ActiveSoul Content. The Services contain Content provided by us, our licensors, your Employer, Merchants and other third parties (“ActiveSoul Content”). We own and retain all proprietary rights in the ActiveSoul Content and we own and retain all property rights in the Services. Provided you are a User, and subject to the terms and conditions of this Agreement, we hereby grant you a limited, revocable, non-sublicensable license to download, view, copy and print ActiveSoul Content from the Services solely for your personal use in connection with using the Services during the term. “Content” means any data or information posted or entered into the Services, including reports, comments, opinions, postings, messages, text, files, images, photos, works of authorship, e-mail, or other materials.

3.3 User Content. By posting any Content on the Services (which you may do, for example, if you are a “registration company” or a “race director”), you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such Content in any and all media (now known or later developed) throughout the world. No compensation will be paid with respect to the Content that you post through the Services. You should only post Content to the Services that you are comfortable sharing with others under the terms and conditions set forth herein. ActiveSoul may aggregate User Content with other data to provide the Services. You may provide such Content via a web-based upload, or via an API that ActiveSoul makes available subject to these Terms of Service.

4. ACCEPTABLE USE AND CONDUCT; THIRD PARTY CONTENT

4.1 You are solely responsible for any and all Content that is posted through your Account on the Services and for your interactions with other Users.

4.2 Prohibited Content. You agree that you will not post any Prohibited Content or use any Prohibited Content in connection with the Services. “Prohibited Content” is Content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or is pornographic or sexually explicit in nature; (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person; (iii) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing, or “spamming,”; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) except as expressly approved by us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (x) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; or (xi) otherwise violates the terms of this Agreement or creates liability for us.

4.3 Representations Regarding Your Content. You represent and warrant that: (a) you own the Content posted by you on the Service or otherwise have the right to grant the license set forth in this Agreement, (b) your Content does not violate the privacy rights, publicity rights, copyright rights, or other rights of any person, (c) by providing your Content, you do not violate any confidentiality obligations you might have towards a third party, including your current or former employer. YOU AGREE TO ONLY PROVIDE INFORMATION TO THE SERVICES THAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. YOU AGREE NOT TO PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS, INCLUDING BY CONTRACT OR LAW. ANY INFORMATION YOU PROVIDE WILL BE ACCESSIBLE BY OTHER USERS OF THE SERVICES.

4.4 Enforcement by ActiveSoul. Any use of the Services in violation of this Agreement may result in, among other consequences, termination or suspension of your rights to use the Services. We may disclose information about your use of the Services in accordance with our privacy policy. We have the right (but not the obligation) to review any Content and delete (or modify) any Content that in our sole discretion violates this Agreement or which is Prohibited Content, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for us or any User. We reserve the right (but have no obligation) to investigate and take appropriate legal action in our sole discretion against you if you violate this provision or any other provision of this Agreement, including without limitation, removing Content from the Services (or modifying it), terminating your membership and Account, reporting you to law enforcement authorities, and taking legal action against you. You are solely responsible for creating backup copies of and replacing any Content you post on the Services at your sole cost and expense.

4.5 Third Party Content. Content from other Users, Merchants, your Employer, advertisers, and other third parties is made available to you through the Services. Because we do not control such Content, (a) you agree that we are not responsible for any such Content, including advertising and information about Merchants or third party products or service, Employer or employee-related information provided by other Members through their use of the Services, and (b) we make no guarantees about the accuracy, currency, suitability, or quality of the information in such Content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, Merchants, advertisers, and third parties.

4.6 Responsibility. Your interactions with other Users on the Services, your Employer, Merchants or with other third parties, including your interactions while using a Merchants’ products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other party. You agree that we are not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User’s use or disclosure of information about you that you have provided to publicly available sections of the Services. If there is a dispute between you and any third party (including any Users, Merchants, or your Employer), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users, Merchants, or your Employer.

4.7 ActiveSoul Member Interaction. You will not use any information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent.

4.8 Lawful Use. You will use the Services in a manner consistent with any and all applicable laws and regulations and solely for lawful purposes. The Services are for the personal use of Users only. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from your Content without notice and may result in suspension or termination of your Account.

4.9 No Disruption. You will not: (i) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services; (ii) introduce software or automated agents to the Services, or access the Service so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Services; or (iii) interfere with, disrupt, or modify any data or functionality of the Services.

4.10 Miscellaneous. You will not attempt to impersonate another User, Merchants, your Employer, or any third party. You will use the Services in a manner consistent with any and all applicable laws and regulations.

4.11 Non-Profits. ActiveSoul may enable you make donations to non-profits. We charge a percent of each donation and recommend this information be provided to donors when making donations. Although ActiveSoul will request the non-profit’s federal tax id number to verify non-profit status, we do not make any representation that such information is accurate. The following link is a tool used to verify organizations eligible to receive tax-exempt charitable contributions: http://apps.irs.gov/app/eos/mainSearch.do;jsessionid=pFG0nSTqqSJw9TzqIdtmYg__?mainSearchChoice=pub78&dispatchMethod=selectSearch 4.12 Refunds. Unless otherwise specified by ActiveSoul, all sales of products and services by ActiveSoul are final. If you register for an activity with a Merchant, you may be qualify for a refund pursuant to that Merchant’s policies.

5. MERCHANTS AND THIRD-PARTY WEBSITES, SERVICES AND PRODUCTS.

The Services may contain links to third-party or Merchant websites (“Third-Party Websites”) (a) placed by us as a service to those interested in this information; or (b) posted by other Members. You use all such links to Third-Party Websites at your own risk. We use reasonable efforts to ensure that the data regarding Merchants on the Services is accurate and current, but we do not monitor or have any control over, and make no claim or representation regarding such data or Third-Party Websites. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website. When you leave the Site or App, as applicable, our terms and policies no longer govern. Any Merchants found or used through the Services are listed for your convenience, and ActiveSoul does not imply any endorsement, opinion, adoption, or sponsorship of, or affiliation with, such Merchants. ActiveSoul expressly disclaims any representations regarding the Merchants websites, content, products and services. ActiveSoul is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services of Merchants.

6. TERM AND TERMINATION.

This Agreement shall remain in full force and effect (a) while you are using the Services, if you are a Visitor, and (b) for the duration of your membership, if you are a Member. You may delete your Account and end your membership at any time, for any or no reason by contacting us through the Site or the App. Please note that even if you delete your Account but continue to use the Services as a Visitor, your use of the Services is still subject to this Agreement. Unless ActiveSoul has terminated your Account, you can start a new membership by providing the required information required at the time of sign-up. We may terminate your membership or this Agreement for any or no reason at any time by ceasing to provide the Services to you. You understand that termination of this Agreement and the Account you have created with us may involve deletion of your Account information from our live databases. We will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

7. DISCLAIMERS

We are not responsible for any incorrect or inaccurate Content (including any information in profiles) posted on the Services, whether caused by Users, Merchants, your Employer, or by any of the equipment or programming associated with or utilized in the Services. We are not responsible for the conduct, whether online or offline, of any User of the Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other Users. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet, the Site, the App or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, use of a Merchants’ products or services, or from any Content posted on the Site or App or transmitted to Users, or any interactions between Users of the Services, whether online or offline.

THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE”. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY U.S. DOLLARS ($50). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

9. INDEMNIFICATION/RELEASE

You agree to defend, indemnify and hold harmless ActiveSoul, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with (i) any Merchants’ products or services used by you through the Services or any additional products or services purchased or obtained by you from Merchants, and (ii) your action or inaction, behavior and interactions with Merchants, while on Merchants’ premises, or while using Merchants’ products and services. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU HEREBY RELEASE ACTIVESOUL FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO YOUR EMPLOYER OR ANY PRODUCT OR SERVICE OF MERCHANTS, REGARDLESS OF WHETHER SUCH PRODUCT OR SERVICE IS MADE AVAILABLE THROUGH THE SERVICES, ANY ACTION OR INACTION BY MERCHANTS, INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED, TO ANY HARM CAUSED TO YOU BY ACTION OR INACTION OF MERCHANTS, MERCHANTS’ FAILURE TO COMPLY WITH APPLICABLE LAW AND/OR FAILURE TO ABIDE BY THE TERMS OF MERCHANTS’ PRODUCT OR SERVICE OBTAINED BY YOU FROM MERCHANTS, AND ANY CONDUCT, SPEECH OR USER CONTENT, WHETHER ONLINE OR OFFLINE, OF ANY THIRD-PARTY.

10. MISCELLANEOUS

10.1 Third Party Beneficiary. You understand that this Agreement is between you and ActiveSoul only and there are no third-party beneficiaries.

10.2 Amendments. This Agreement may be modified by us from time to time. If we make material changes to the Agreement, we will post the modified Agreement on our website. You agree that such amended Agreement will be effective thirty (30) days after being posted, and your continued use of the Services after that time shall constitute your acceptance of the amended Agreement.

10.3 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by events beyond the reasonable control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

10.4 Survival. The provisions under Sections 3, 6, 7, 8, 9, and 10 will survive expiration or termination of this Agreement for any reason.

10.5 Governing Law. This Agreement shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts located in Denver, Colorado.

10.6 Arbitration Agreement. Please read this Arbitration Agreement carefully. It is part of your contract with us and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

a. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of the Services that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and ActiveSoul.

b. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to ActiveSoul should be sent to: 1685 S Colorado Blvd., Suite S506 Denver, CO 80222. After the Notice is received, you and ActiveSoul may attempt to resolve the claim or dispute informally. If you and ActiveSoul do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

c. Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider that offers arbitration as set forth in this section, or if JAMS is not available to arbitrate, the parties shall agree to select an alternative provider (“ADR Provider”). This Agreement and the rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement (“Arbitration Rules”). The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that ActiveSoul made to you prior to the initiation of arbitration, ActiveSoul will pay you the greater of the award or 125% of the settlement offer. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected pursuant to Section “(c)” above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

e. Time Limits. If you or ActiveSoul pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the Arbitration Rules for the pertinent claim.

f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and ActiveSoul, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider’s rules, and the Agreement. 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 arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and ActiveSoul.

g. Waiver of Jury Trial. The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and ActiveSoul in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and ActiveSoul waive all rights to a jury trial, instead electing that the dispute be resolved by a judge.

h. Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this Arbitration Agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one User cannot be arbitrated or litigated jointly or consolidated with those of any other User. i. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

j. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

k. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

l. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ActiveSoul.

m. Small Claims Court. Notwithstanding the foregoing, either you or ActiveSoul may bring an individual action in small claims court.

n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

p. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located in Denver, Colorado, for such purpose.

10.7 Other. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect; as used in the Agreement, the word “including” means “including but not limited to”. Please contact us with any questions regarding this Agreement by e-mailing us through the Site.

10.8 Assignment. This Agreement and any rights and obligations hereunder may not be transferred or assigned by you, whether by operation of contract, law or otherwise, without ActiveSoul’s prior written consent, and any attempt to do so shall be null and void.

11. THIRD PARTY SERVICES

11.1 By accessing and using the Services, you agree to comply with and be bound by the following agreements of service providers integrated with ActiveSoul: