Another71.com & NINJA CPA Review User Agreement
Last modified: January 7, 2019
PLEASE READ THIS NINJA CPA Review USER AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND NINJA CPA REVIEW, LLC (“NINJA,” “COMPANY,” “WE,” OR “US”).
SECTION 11 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
By accessing or using any website with an authorized link to this Agreement (“Website”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website (collectively with the Website, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided in this Agreement, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are hereby incorporated by reference into this Agreement. Some of the specialized features and tools accessible through our Services are provided by third-party companies in accordance with their own separate terms of service (“Third-Party Terms”) that differ from ours. By using such third-party features and tools, you agree that your relationships with the third-party service providers will be governed by the applicable Third-Party Terms.
NINJA reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as it changes. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify NINJA immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias, or if you previously have been banned from using any of the Services. NINJA reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of NINJA.
2. Fees and Purchase Terms
You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide NINJA with valid information in connection with your payment. By providing NINJA with your payment information, you agree that (i) NINJA is authorized to immediately invoice your Account for all fees and charges due and payable to NINJA hereunder, (ii) NINJA is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to immediately notify NINJA of any change in your payment information. NINJA reserves the right at any time to change its prices and billing methods.
Unless otherwise agreed by NINJA on a case-by-case basis, all fees are non-refundable.
2.3 Discounts, Promo Codes and Premium Offers
We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promo Codes sent to you through official NINJA communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used in accordance with the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use. From time to time, we may offer special promotions (such as free premiums with purchase), associated with some of our products or Services. All promotional offers, including premium offers, may be discontinued at any time, without prior notice, at our discretion and are only available while supplies last or for the duration noted.
3. Ownership of and License to Use NINJA Properties
3.1 Use of the Services
NINJA and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, NINJA grants you a limited license to use the Services solely for your personal non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. NINJA, its suppliers and service providers reserve all rights not granted in this Agreement.
NINJA's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of NINJA and may not be used without permission in connection with 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.
3.3 Procedure for Making Claims of Copyright Infringement
If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location of the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: firstname.lastname@example.org.
4. Restrictions on Use of Services
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or use framing techniques to enclose any trademark, logo or Services of NINJA, including images, text, page layout or form; (c) you shall not use any metatags or other “hidden text” using NINJA's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website 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); (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright or trademark notices or other proprietary markings contained on or in the Services; (i) you shall not 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; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, 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. Any unauthorized use of the Services terminates the licenses granted by NINJA in accordance with this Agreement.
5. Third-Party Links
The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. NINJA does not control and is not responsible for Third-Party Links. NINJA provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
At its sole discretion, NINJA may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, NINJA reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to NINJA.
You agree to indemnify and hold NINJA, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, the “NINJA Parties”) harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any third-party claims concerning: (a) your misuse of the Services, (b) your violation of this Agreement, (c) your violation of any rights of another party, including any other users, or (d) your violation of any applicable laws, rules or regulations. NINJA 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 NINJA in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Services.
8. Disclaimer of Warranties and Conditions
You acknowledge that you do not rely upon the Services for advice regarding the appropriate treatment of tax, accounting, legal, and/or other matters.
You expressly understand and agree that to the fullest extent permitted by applicable law, your use of the Services and any products offered through the Services is at your own risk, and the Services and any products are provided on an “as is” and “as available” basis, with all faults. To the fullest extent permitted by applicable law, the NINJA 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, title, and non-infringement arising from use of the Services and products. The NINJA Parties make no warranty, representation or condition that: (1) the Services or any products will meet your requirements or (2) your use of the Services will be uninterrupted, timely, secure or error-free.
If you rely on any data or information obtained through our products or services, you do so at your own risk. You are solely responsible for any damage or loss that results from your use of such data or information.
Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you, and you might have additional rights.
9. Limitation of Liability
9.1 Disclaimer of Certain Damages.
To the fullest extent permitted by applicable law, the NINJA Parties shall not be liable for any loss of profits or revenue or for indirect, incidental, punitive, exemplary, special or consequential damages, or damages or costs due to loss of data, production, or use, business interruption or procurement of substitute goods or services, whether or not NINJA has been advised of the possibility of such damages.
9.2 Cap on Liability
Under no circumstances will the total aggregate amount that the NINJA Parties are liable to you exceed the greater of (a) the total amount actually paid to NINJA by you during the six-month period prior to the act, omission or occurrence giving rise to such liability, (b) the remedy or penalty imposed by the statute or regulation under which such claim arises, or (c) one hundred dollars ($100). The foregoing cap on liability shall not apply to liability of a NINJA Party for (y) death, tangible property damage, or personal injury caused by a NINJA Party's gross negligence or for (z) any injury caused by a NINJA Party's fraud or fraudulent misrepresentation.
9.3 Website Content and Settings
The NINJA Parties assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any content, user communications or personalization settings.
9.4 Basis of the Bargain
The limitations of damages set forth above are fundamental elements of the basis of the bargain between NINJA and you.
The laws of some states do not allow for the exclusion or limitation of certain damages. if these laws apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you and you might have other rights.
10. International Users
The Services are controlled and offered by NINJA from its facilities in the United States of America. NINJA makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
11. Dispute Resolution
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate most disputes with NINJA and limits the manner in which you can seek relief from us.
11.1 Applicability of Arbitration Agreement
You agree that any dispute between you and NINJA relating in any way to the Services, our advertising or marketing practices, any products sold or distributed through the Services, or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or NINJA 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). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH NINJA, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST NINJA ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING COVERED CLAIMS AGAINST NINJA ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS ARBITRATION AGREEMENT.
11.2 Arbitration Rules and Forum
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to:
NINJA CPA Review, LLC
3601 SW 29th St.
Topeka, KS 66618
The arbitration will be conducted by Associates in Dispute Resolution, an established alternative dispute resolution provider in accordance with its applicable rules. If Associates in Dispute Resolution is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay the applicable filing, administrative, hearing and/or other fees and you cannot obtain a waiver from the arbitration provider, NINJA will pay them for you. In addition, NINJA will reimburse all such filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone and/or based on written submission,. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All in-person arbitration must be conducted in Topeka, Kansas.
11.3 Authority of Arbitrator
The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and NINJA. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. 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 arbitral forum's rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. 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 us.
11.4 Waiver of Jury Trial
YOU AND NINJA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and NINJA are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in section 11.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
11.5 Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, in the event that this section 11.5 is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor NINJA shall be entitled to arbitration of such claim or dispute and instead the applicable claim or dispute shall be resolved in a court as set forth in section 12.5.
11.6 30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address:
NINJA CPA Review, LLC
3601 SW 29th St.
Topeka, KS 66618
within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement shall continue in full force and effect. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
Without limiting the applicability of section 11.5, if any part or parts of this Arbitration Agreement 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.
11.8 Survival of Agreement
This Arbitration Agreement will survive the termination or expiration of the Agreement and the termination or expiration of your relationship with NINJA.
Notwithstanding any provision in this Agreement to the contrary, you agree that if NINJA makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to NINJA.
12. General Provisions
12.1 Electronic Communications
The communications between you and NINJA use electronic means, whether you visit the Services or send NINJA e-mails, or whether NINJA posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from NINJA in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that NINJA provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.” The foregoing sentence does not affect your statutory rights.
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without NINJA's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
12.3 Force Majeure
NINJA 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.
12.4 Questions, Complaints, Claims
If you have any questions, complaints or claims with respect to the Services, please contact our customer service department using the contact information available on the Services. We will do our best to address your concerns.
12.5 Exclusive Venue
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and NINJA agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state courts in Shawnee County, Kansas or federal courts located in Kansas.
12.6 Governing Law
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the state of Kansas, consistent with the Federal Arbitration Act, without giving effect to any conflict of law or other 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 this Agreement.
Where NINJA requires that you provide an e-mail address, you are responsible for providing NINJA with your most current e-mail address. In the event that the last e-mail address you provided to NINJA is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, NINJA's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to NINJA at the following address:
NINJA CPA Review, LLC
3601 SW 29th St.
Topeka, KS 66618.
Such notice shall be deemed given when received by NINJA by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
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.
Without limiting the severability portions of Section 11, 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.
12.12 Entire Agreement
This 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.