Updated July 27, 2021

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These Terms of Use (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Almanac Labs, Inc. (“Almanac,” “we,” “us,” or “our”) governing your access to and use of the Almanac website, including any subdomains thereof, and any other websites through which Almanac makes the Services available (collectively, “Website”); our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Applications”); and all associated services (collectively, “Services”). The Website, Applications, and Services together are hereinafter collectively referred to as the “Site.”

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If you are accessing the Site on behalf of yourself only, this agreement is between Almanac and you, personally. If you are accessing the Site as a representative or employee of a company, this agreement is among Almanac, you personally, and your company. In that case, “you” means you and your company, unless context requires otherwise. By using the Site and agreeing to these Terms, you represent and warrant that you are duly authorized to represent your company and execute this Agreement on its behalf.

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Please read these Terms of Service carefully as they contain important information about your legal rights, remedies, and obligations. By accessing or using the Site, you agree to comply with and be bound by these Terms.

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PLEASE NOTE: THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLIES TO ALL USERS. If you reside in the United States, this provision applies to all disputes with Almanac. If you reside outside of the United States, this provision applies to any action you bring against Almanac in the United States. It affects how disputes with Almanac are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

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1. Scope of Services

1. Site Purpose. The Site is an online platform that enables users (“Users”) to research, discover, use, and obtain Almanac’s products and services (the “Purpose”).
2. Third Party services. The Site may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Almanac is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Almanac of such Third-Party Services.
3. Site availability. Due to the nature of the Internet, Almanac cannot guarantee the continuous and uninterrupted availability and accessibility of the Site. Almanac may restrict the availability of the Site or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures for the proper or improved functioning of the Site. Almanac may improve, enhance, and modify the Site and introduce new Services from time to time.

2. Eligibility, Using the Site, User Verification. You must be at least 18 years old and able to enter into legally binding contracts to access and use the Site or register an Almanac account. By accessing or using the Site you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into this contract. Almanac may make the access to and use of the Site, or certain areas or features of the Site and/or Almanac’s products and Services, subject to certain additional conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.

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3. Subscriptions

1. In general.
   Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or Almanac cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Almanac’s customer support team at [email protected].
2. Billing and payment.
   A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You agree to provide Almanac with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Almanac to charge all Subscription fees incurred through your account to any such payment instruments. You also authorize Almanac to transmit your billing information to our third party payment processor. Should automatic billing fail to occur for any reason, Almanac will issue an electronic invoice indicating that you must proceed manually, by a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
3. Fee Changes.
   Almanac, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions, including the introduction of multiple pricing tiers with associated features and functionality. Any Subscription fee change will become effective no earlier than the end of the then-current Billing Cycle, and as otherwise specified in our notice to you of a change to the Subscription fee. Almanac will provide you with a reasonable prior notice of any change in Subscription fees or pricing tiers to give you an opportunity to terminate or modify your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
4. Refunds.
   Except when required by law, paid Subscription fees are non-refundable.

4. Almanac Content

1. Limited license. As between you and us, all content on the Site, including but not limited to articles, designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Almanac or its licensors, with all rights reserved. Provided that you are eligible for use of the Site, and subject to these Terms, you are granted a limited license to access and use the Site (to the extent permitted by your particular subscription terms) and to download or print a copy of any portion of the Site Content solely for your use and not for distribution, provided that you keep all copyright or other proprietary notices intact. In addition, while you have an Almanac account, and subject to the rest of these Terms, including without limitation the “Uses prohibited” provisions in Section 4.3 of these Terms, you may make certain additional uses of the Site Content under terms, as set forth below, that are similar but not necessarily identical to the Creative Commons Attribution-ShareAlike 4.0 (CC BY-SA 4.0) license. Under these circumstances, Almanac grants you a license to copy and redistribute the Site Content in any medium or format, and to remix, transform, and build upon the material, including in connection with a commercial venture, PROVIDED THAT (i) you give appropriate credit (which consists of providing, in a reasonable manner, (if supplied) the name(s) of the author(s) of the applicable Site Content, attribution to Almanac, the copyright notice, any applicable disclaimer, and a link to this license, and indicate if you have made any changes to the applicable Site Content), (ii) if you revise or build upon the Site Content, you permit third parties to redistribute your contributions on the basis of a license at least as permissive as this one, (iii) you do not sell or directly monetize the applicable Site Content, (iv) you are not a commercial competitor of Almanac, and (v) you do not use the applicable Site Content for purposes directly competitive to Almanac. The license granted in this paragraph is limited to you personally, and is not transferable to your agents, representatives, colleagues, or other employees at your company, or anyone else.
2. Almanac software. The technology and software underlying the Services or distributed in connection therewith (the “Software”) is the property of Almanac, our subsidiaries, affiliates, and partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Almanac.
3. Uses prohibited. Except for your own User Content (as defined below) and except as expressly set forth in the “Limited license” provisions in Section 4.1 of these Terms, you may not republish Site Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. In connection with your use of the Services, you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Site or Collective Content (as defined below), except as expressly permitted in these Terms or in any other written agreement entered into between you and Almanac. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Almanac or its licensors, except for the licenses and rights expressly granted in these Terms. If you are blocked by Almanac from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Site Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate all licenses granted in these Terms. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.
4. Confidentiality. You agree to keep all Site Content confidential, and not to publish, divulge, distribute, or otherwise share the Site Content with third-parties, except other individuals authorized to use the Services in your organization, except for Site Content that (i) is or becomes generally available to the public, or (ii) was in your possession or known by you prior to receipt from Almanac, or (iii) was rightfully disclosed to you without restriction by a third party, or (iv) was independently developed without use of any Site Content or (v) is required to be disclosed by law.

5. User-Created Content

1. In general. Almanac may enable Users to (i) create, edit, upload, post, send, receive, and store content, such as text, diagrams, photos, audio, video, or other materials and information on or through the Site (“User Content”); and (ii) access and view User Content and any content that Almanac itself makes available on or through the Site, including proprietary Content and any content licensed or authorized for use by or through Almanac from a third party (“Content” and together with User Content, “Collective Content”).
2. License grant. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Site, you grant to Almanac a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Site, in any media or platform.
3. Warranties. You are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to Almanac the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or Almanac's use of the User Content (or any portion thereof) will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. Prohibited Content. You will not post, upload, publish, submit, or transmit any User Content that, as determined by Almanac in its sole discretion: (i) is fraudulent, false, misleading (directly or by omission or failure to update information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar, or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Almanac policy. Almanac may, without prior notice, remove or disable access to any User Content that Almanac finds to be in violation of these Terms, or otherwise may be harmful or objectionable to Almanac, its Users, third parties, or property.

6. Feedback. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site (“Feedback”). You may submit Feedback to us directly on the site or by any other means. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without credit or compensation to you.

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7. Trademark Rights. “Almanac” and other graphics, logos, designs, page headers, button icons, scripts and service names are trademarks, trademarks or trade dress of Almanac in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

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8. Attribution.

1. In general. Attribution is an important part of Almanac’s business. When you contribute User Content, you agree (on behalf of yourself and your company, if applicable) that Almanac may, but is not required to, use your name and/or likeness to attribute the User Content—or Content derived from your User Content—to you or your company by name, photograph, position, title and hyperlink (where possible) to further biographical information about you, including your public LinkedIn profile or any profile hosted on your company’s website; or, through a list of all authors (but please note that any list of authors may be filtered to exclude very small or irrelevant contributions).
2. Commercial use. For the avoidance of doubt, this paragraph constitutes express, written consent to Almanac’s use of your name or likeness for a commercial purpose under California Civil Code Section 3344 or any similar statute or rule of law.
3. Attribution removal. If you no longer wish to have your name and/or likeness associated with any particular Site Content, you may email us and request to be removed. Almanac will thereafter take commercially reasonable steps to remove your name or likeness from the Site promptly, but you acknowledge that any such removal may not be instantaneous or immediate. In the event that you request removal, you agree that Almanac has the right to attribute any Content or User Content by your position title, company (unless your company has also requested removal), region, industry, or other business information, so long as that information is not particular enough to personally identify you solely.
4. No guarantee. Almanac in no way guarantees that it will attribute your name and/or likeness to any particular User Content or Site Content. The right to attribute any Content of any kind on the Site is subject to Almanac’s sole discretion, except that you may request removal of any attribution pursuant to the foregoing paragraph.

9. Prohibited conduct.

1. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site. In connection with your use of the Site, you will not and will not assist or enable others to:
   
   • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
   
   • use the Site for any purpose other than the Purpose;
   
   • use the Site or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Almanac endorsement, partnership, or otherwise misleads others as to your affiliation with Almanac;
   
   • copy, store, or otherwise access or use any information, including personally identifiable information about any other User, contained on the Site in any way that is inconsistent with these Terms or that otherwise violates the rights of Users or third parties;
   
   • use the Site in connection with the distribution of unsolicited commercial messages (“spam”);
   
   • discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
   
   • use, display, mirror, or frame the Site or Collective Content, or any individual element within the Site, Almanac's name, any Almanac trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, without Almanac's express written consent;
   
   • dilute, tarnish or otherwise harm the Almanac brand in any way, including through unauthorized use of Collective Content, registering and/or using Almanac or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering and/or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are similar to Almanac domains, trademarks, taglines, promotional campaigns, or Collective Content;
   
   • use any robots, spider, crawler, scraper, or other automated means or processes to access, collect data or other content from, or otherwise interact with the Site for any purpose;
   
   • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Almanac or any of Almanac's providers or any other third party to protect the Site;
   
   • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site;
   
   • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Site;
   
   • violate or infringe anyone else’s rights or otherwise cause harm to anyone.
2. You acknowledge that Almanac has no obligation to monitor the access to or use of the Site by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure, and improve the Site (including without limitation for fraud prevention, risk assessment, investigation, and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement, or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Almanac in good faith, and to provide Almanac with such information and take such actions as may be reasonably requested by Almanac with respect to any investigation undertaken by Almanac or a representative of Almanac regarding the use or abuse of the Site.
3. If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Almanac by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

10. Term and Termination, Suspension, and other Measures

1. Term and renewal. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until you or Almanac terminate the Agreement in accordance with this section.
2. ‍Termination procedure and data access procedure. You may terminate this Agreement at any time by deleting your user account with Almanac, or by contacting us at [email protected] and providing notice of your intent to terminate. You may also contact us at the foregoing address to submit (i) a data access request, pursuant to which we will provide you with confirmation of all personal data currently being stored or otherwise used by us and relating to you, and access to the same; (ii) a data rectification request, pursuant to which we will rectify any incorrect data currently being stored or otherwise used by us and relating to you; and/or (iii) a data deletion request, pursuant to which we will delete all personal data currently being stored or otherwise used by us and relating to you.
3. ‍Termination for convenience. Without limiting our rights specified in these Terms, Almanac may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
4. ‍Termination for cause. Almanac may terminate this Agreement immediately and without notice if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations, or third party rights, or (iii) Almanac believes in good faith that such action is reasonably necessary to protect the personal safety or property of Almanac, its Users, or third parties (for example in the case of fraudulent behavior of a User).
5. ‍Other measures. In addition, Almanac may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body; (ii) if you have breached these Terms, applicable laws, regulations, or third party rights; (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information during the Almanac account registration, listing process, or thereafter; (iv) if Almanac believes in good faith that such action is reasonably necessary to protect the personal safety or property of Almanac, its Users, or third parties, or to prevent fraud or other illegal activity; (v) for any other bona fide reason determined by Almanac in a good faith exercise of its reasonable business judgment:
   
   • limit your access to or use of the Site;
   
   • temporarily or permanently revoke any special status associated with your Almanac account; or
   
   • temporarily or in case of severe or repeated offenses permanently suspend your Almanac account.
6. ‍No restoration. When this Agreement has been terminated, you are not entitled to a restoration of your Almanac account or any of your User Content. If your access to or use of the Site has been limited or your Almanac account has been suspended or this Agreement has been terminated by us, you may not register a new Almanac account or access and use the Site through an Almanac account of another User.
7. ‍Survival. Upon termination, all licenses granted by you to Almanac will survive termination, and all licenses granted by Almanac to you will immediately terminate. All other provisions of this Agreement that should reasonably survive termination will do so.

11. Disclaimers

1. No warranty. If you choose to use the Site or Collective Content, you do so voluntarily and at your sole risk. The Site and Collective Content is provided “as is,” without warranty of any kind, either express or implied. WITHOUT LIMITING THE FOREGOING, ALMANAC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
2. No advice. The Site, Site Content, and Collective Content are provided for informational purposes only. You agree that by your use of the site, Almanac, its contributors of User Content, and its contributors’ employers shall assume no responsibility to advise you in any capacity whatsoever, and no attorney-client or other advisory or fiduciary relationship will be created. You understand that Almanac is not a law firm, consulting firm, or a financial advisor, and you agree that you have consulted, or have had a reasonable opportunity to consult, your own independent advisors with respect to the information provided on the Site, including your own legal counsel, tax advisor, financial advisor, or other licensed professional.
3. ‍No reliance; Third party beneficiaries. You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your use of the Site and that you are not relying upon any statement of law or fact made by Almanac or its contributors of User Content relating to such use. Almanac’s contributors of User Content and their employers shall be third party beneficiaries of this Section 11 and, in accordance with Section 13’s terms, of Section 13 (Indemnification).

12. Limited Liability. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Site and Collective Content, your publishing or viewing of any content via the Site or any other interaction you have with other Users whether in person or online remains with you. Neither Almanac, its officers, directors, employees, and agents, nor any other party involved in creating, producing, or delivering the Site or Collective Content will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure, or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Site or Collective Content, or (iii) from any communications, interactions, or meetings with other Users or other persons with whom you communicate, interact, or meet with as a result of your use of the Site, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Almanac has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will Almanac’s aggregate liability arising out of or in connection with these Terms and your use of the Site, or from the use of or inability to use the Site or Collective Content and in connection therewith, exceed the amounts you have paid or owe for use of the Site in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Almanac and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

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13. Indemnification. You agree to release, defend (at Almanac’s option), indemnify, and hold Almanac and its affiliates and subsidiaries, and their officers, directors, employees and agents, and (solely with respect to Section 11 of these Terms) all contributors of User Content and their employers, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Site or any Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, or (iv) your breach of any laws, regulations or third party rights.

14. Dispute Resolution and Arbitration Agreement

1. Application. This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Almanac in the United States.
2. AGREEMENT TO ARBITRATE. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, WILL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND ALMANAC AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.
3. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Almanac each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Almanac’s customer service team by emailing us at the contact addresses provided on the Site. If after a good faith effort to negotiate one of us reasonably believes the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
4. Exceptions to Arbitration Agreement. You and Almanac each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
5. Arbitration Rules. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
6. Modification to AAA Rules - Arbitration Hearing/Location. You agree that any required arbitration hearing will be conducted, at Almanac’s sole and complete discretion, (a) in San Francisco County; (b) in any other location to which you and Almanac both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
7. JURY TRIAL WAIVER. YOU AND ALMANAC ACKNOWLEDGE AND AGREE THAT YOU AND ALMANAC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.
8. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND ALMANAC BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE.
9. Severability. Except as provided in the immediately preceding paragraph, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
10. Changes. If Almanac changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Almanac in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
11. Survival. Except as otherwise provided in this section, this section will survive any termination of these Terms and will continue to apply even if you stop using the Site or terminate your Almanac account.

15. Applicable Law and Jurisdiction. If you reside in the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement above must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.

16. Telephone Contact and Recording Policy

1. TCPA Consent. By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number, about any product or services offered by Almanac. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from Almanac, and that you may decline to provide or revoke your consent at any time by emailing [email protected] or by any other method that reasonably ensures we receive your revocation.
2. Call recording. By providing us with a telephone number, you agree that Almanac may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether or Almanac disclosed the fact that the call was recorded during the call.

17. Copyright Complaints

1. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
   Scale LLP
   315 Montgomery St, Floor 10, San Francisco, CA 94104
   [email protected]
2. To meet the notice restrictions under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:
   
   • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   
   • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   
   • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
   
   • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
   
   • A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   
   • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

18. General Provisions

1. Entire agreement. Together with any SaaS Services Agreement executed between Almanac and your company, if applicable, these Terms constitute the entire Agreement between Almanac and you pertaining to your use of the Site, and supersede any and all prior oral or written understandings or agreements between Almanac and you in relation to the access to and use of the Site. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Services or related services offered by us or others. If there is any conflict between these Terms and another written agreement applicable to specific aspects of the Services, the other written agreement shall govern the specific aspects of the Services to which it applies, except that provisions of these Terms not present in the other written agreement (including the SaaS Services Agreement) will be binding on you notwithstanding their absence in the SaaS Services Agreement.
2. Modification of These Terms. Almanac reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Site. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect by following the procedure described in the “Term and Termination” section above. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Site will constitute acceptance of the revised Terms.
3. No agency. No joint venture, partnership, employment, or agency relationship exists between you and Almanac as a result of this Agreement or your use of the Site.
4. No third-party beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
5. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
6. No waiver. Almanac’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
7. Assignment. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Almanac's prior written consent. Almanac may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
8. Governing law. These Terms shall be governed and construed in accordance with the laws of California, without regard to its conflict of law provisions.
9. Attorney fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
10. Notice. Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by Almanac via email, Site notification, or messaging service (including SMS).
11. Questions. If you have any questions about these Terms please email us at [email protected].

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