Last revised October 1, 2015
THESE TERMS OF SERVICE REQUIRE BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SCRUFF SERVICES (AS DEFINED BELOW), AND YOU AGREE THAT ANY SUCH DISPUTE OR CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. PLEASE REVIEW SECTION 18 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SCRUFF SERVICES.
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND PERRY STREET SOFTWARE.
2. Usage License
Subject to your compliance with the Terms in all material respects, Perry Street Software grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and view pages from the SCRUFF Services for your personal, non-commercial use only; and (ii) print a reasonable number of such pages for your personal, non-commercial use only.
Your access to and use of the SCRUFF Services must further comply in all material respects with any instructions and guidelines (“Guidelines”) posted on the Site and/or communicated through the SCRUFF App. Your access to and use of the SCRUFF App is further subject to the applicable end user license agreement for such app.
Perry Street Software reserves the right to terminate your license to use the SCRUFF Services at any time and for any reason, including, but not limited to, violation of these Terms and/or the Guidelines.
3. Eligibility to Use Scruff Services
You must be eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, to use the SCRUFF Services. By accessing the SCRUFF Services, you hereby affirm and warrant that you comply with these age requirements and can lawfully comply with these Terms. Anyone under the age of eighteen (18) or the age of majority in the applicable jurisdiction, whichever is greater, who accesses the SCRUFF Services in violation of the Terms will be banned from the SCRUFF Services and may be the subject of additional action by Perry Street Software. It is your responsibility to confirm that use of the SCRUFF Services is permissible under the applicable laws and regulations where you make use of the SCRUFF Services. If any applicable laws and regulations prohibit your use of the SCRUFF Services, you may not use the SCRUFF Services.
4. No Warranty and Limitation of Liability
PERRY STREET SOFTWARE PROVIDES THE SCRUFF SERVICES ON AN "AS IS" AND “AS AVAILABLE” BASIS. PERRY STREET SOFTWARE AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MANDATARIES, PARTNERS AND LICENSORS (THE “PERRY STREET SOFTWARE PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INTEGRATION, INTEROPERABILITY OR QUIET ENJOYMENT. THE PERRY STREET SOFTWARE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED ON THE SCRUFF SERVICES. THE PERRY STREET SOFTWARE PARTIES DO NOT WARRANT THAT THE FUNCTIONS OF THE SCRUFF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SCRUFF SERVICES OR THE SERVERS THAT MAKE THE SCRUFF SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
YOU UNDERSTAND AND AGREE THAT YOU USE THE SCRUFF SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT ARISE FROM SUCH USE. UNDER NO CIRCUMSTANCES SHALL THE PERRY STREET SOFTWARE PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF ANY OF THE SCRUFF SERVICES AND DAMAGES RESULTING FROM LOSS OF USE OR DATA, WHETHER OR NOT THE PERRY STREET SOFTWARE PARTIES HAVE BEEN ADVISED OF SUCH POSSIBILITY AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THE SCRUFF SERVICES SHALL BE TO TERMINATE YOUR USE OF SUCH SERVICES. IN NO EVENT SHALL THE PERRY STREET SOFTWARE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS OR YOUR USE OF THE SCRUFF SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO PERRY STREET SOFTWARE FOR USE OF THE SCRUFF SERVICES DURING ANY ONE MONTH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU UNDERSTAND THAT YOUR USE OF THE SCRUFF SERVICES MAY INVOLVE KNOWN AND UNANTICIPATED RISKS THAT COULD RESULT IN INJURY OR ILLNESS, INCLUDING, BUT NOT LIMITED TO, DANGERS THAT MAY BE CAUSED BY THE ACTS OF OTHER USERS OR OTHER THIRD PARTIES, OR OCCURRENCES BEYOND THE CONTROL OF THE PERRY STREET SOFTWARE PARTIES. BY USING THE SCRUFF SERVICES, YOU ASSUME ALL SUCH RISKS AND DANGERS AND ALL RESPONSIBILITY FOR ANY LOSSES AND/OR DAMAGES. YOU VOLUNTARILY RELEASE, WAIVE, DISCHARGE AND HOLD HARMLESS THE PERRY STREET SOFTWARE PARTIES FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, LOSS OF SERVICES OR OTHER CLAIMS THAT IN ANY WAY ARISE FROM OR ARE RELATED TO YOUR USE OF THE SCRUFF SERVICES.
THE SCRUFF SERVICES ARE INTENDED ONLY AS PERSONAL, LOCATION-BASED SERVICES FOR INDIVIDUAL USE.
YOU ACKNOWLEDGE AND AGREE THAT PERRY STREET SOFTWARE HAS OFFERED THE SCRUFF SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE FOREGOING WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PERRY STREET SOFTWARE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PERRY STREET SOFTWARE. PERRY STREET SOFTWARE WOULD NOT BE ABLE TO PROVIDE THE SCRUFF SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
5. Changes to SCRUFF Services
Perry Street Software reserves the right at any time to modify or discontinue, temporarily or permanently, the SCRUFF Services (or any portion thereof) with or without notice. You agree that the Perry Street Software Parties shall not be liable to you or any third party for any modification, suspension or discontinuance of the SCRUFF Services (or any portion thereof).
6. SCRUFF Content
SCRUFF, the SCRUFF logo, SCRUFF product screen shots and the SCRUFF “S” App Icon design are trademarks or the subject of other intellectual property rights of Perry Street Software, and may not be used without prior, express written permission from Perry Street Software. All other trademarks not owned by Perry Street Software that appear on the SCRUFF Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Perry Street Software.
All content included on the SCRUFF Services, including all information, data, text, software, music, sounds, photographs, graphics, videos, messages, scripts, tags, compilations of the foregoing and/or other materials accessible through the SCRUFF Services, is the property of Perry Street Software and/or its licensors, as applicable (the “SCRUFF Content”), and protected by United States and international intellectual property and other laws and treaties. Except as expressly permitted under these Terms, no reproduction, transmission, modification or display of any SCRUFF Content is permitted without our prior, express written permission.
7. Procedure for Making Claims of Copyright Infringement
It is our policy to respond to notices of alleged copyright infringement in compliance with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.
If you believe that your content has been made available through the SCRUFF Services in a way that constitutes copyright infringement, please provide Perry Street Software’s Agent for Notice of Copyright Claims with the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the SCRUFF Services; (d) your address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
489 5th Ave
New York, NY 10017
For more efficient and expeditious processing of your notice, Perry Street Software encourages you to submit it via the Scruff online support platform at http://support.scruff.com.
8. Fees and Subscriptions
While the Standard Service on SCRUFF is free for use, additional data charges may apply to you for mobile use of the SCRUFF Services through your mobile device. Additional fees may also apply for use of the Pro Version or other aspects of SCRUFF Services. If there is a charge associated with a portion of the SCRUFF Services, you agree to pay that charge by accessing or using it. The price stated for the SCRUFF Services may be denominated in your local currency by iTunes App Store (http://itunes.apple.com), Google Play Store (https://play.google.com/store/apps) or any other applicable app store through which you download the SCRUFF App (each, an “App Store”) on your device. Fees and charges are collected by the App Store on your device. You should consult with the appropriate App Store to determine if the price charged includes all applicable taxes and currency exchange settlements. You are solely responsible for paying such taxes or other charges. Perry Street Software relies on the App Store to collect subscription fees and to report on the status of subscription accounts. Your access to the SCRUFF Services may be suspended or cancelled if you do not make your payment on-time and/or in full. Suspension or cancellation of the SCRUFF Services for non-payment could result in a loss of access to and use of your account and its content.
If you would like to buy the Pro Version of the SCRUFF Services, you do this with in-app subscriptions from the App Store on your device. You will be advised of the charge for the Pro Version of the SCRUFF Services before making payment and being billed. You must make all payments through a charge through the applicable App Store. You agree to pay all fees and charges incurred in connection with your use of the SCRUFF Services (including any applicable taxes) at the rates in effect when the charges were incurred. BETWEEN YOU AND PERRY STREET SOFTWARE, YOU, AND NOT PERRY STREET SOFTWARE, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR MOBILE DEVICE, PAYPAL, CREDIT OR DEBIT CARD BY AN APP STORE OR THIRD PARTY WHO HAD ACCESS TO THESE ACCOUNTS, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU.
Subscriptions are managed by the App Store directly. Perry Street Software does not have the ability to manage any aspect of your subscription on your behalf, including, but not limited to, initiating, canceling or refunding subscriptions. Subscriptions are valid for at least thirty (30) days. Payment will be charged to your App Store account at confirmation of purchase. Your subscription automatically renews unless auto-renew is turned off at least twenty-four (24) hours before the end of the current period. Your account will be charged the then-applicable subscription price within twenty-four (24) hours prior to the end of the current period. Subscriptions may be managed and auto-renewal may be turned off by going to the Account Settings screen in the App Store app on your device after purchase. No cancellation of the current subscription is allowed during active subscription period.
For step-by-step information on how to manage subscriptions, including information on canceling subscriptions, visit http://support.scruff.com.
You should be aware that cancelling your subscription and/or deleting the SCRUFF application may not terminate your user account on the SCRUFF Services. If you cancel your subscription and/or delete the SCRUFF application but do not take steps to deactivate your user account or take other appropriate steps, your profile may continue to be accessible to others on the SCRUFF Services.
9. Suggestions and Improvements
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.
10. External Materials
The Scruff Services or users of the SCRUFF Services may provide links to other websites or resources. You acknowledge and agree that the Perry Street Software Parties do not endorse and are not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms and conditions and privacy policies, which you are responsible for reviewing. You further acknowledge and agree that the Perry Street Software Parties shall not be liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.
Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the SCRUFF Services, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that the Perry Street Software Parties shall not be liable for any loss or damage of any kind incurred as a result of any such dealings.
Certain sections of the SCRUFF Services may feature users who appoint themselves to serve as ambassadors to other users visiting or learning about certain locales (“Ambassadors”). You acknowledge and agree that the Perry Street Software Parties do not (a) endorse and are not responsible for any actions taken or information provided by Ambassadors or (b) pre-screen, approve or otherwise monitor Ambassadors, although Perry Street Software reserves the right at its sole discretion to remove any user’s Ambassador status. You interact with Ambassadors at your own discretion and risk, and you shall be solely responsible for all losses and damages of any kind incurred as a result of your interactions with Ambassadors.
If you serve as an Ambassador, you agree that you will serve responsibly and abide by these Terms and all applicable laws and regulations. You shall provide only truthful and accurate information, and you shall not engage in or promote any activities that risk the health or safety of any users or other parties.
If you serve as an Ambassador, you agree that Perry Street Software may send you communications, including promotional emails, relating to your service as an Ambassador. If you do not wish to receive such communications, you must discontinue serving as an Ambassador.
As set forth in Section 12, you may not send unsolicited offers, advertisements, proposals or junk mail to other users of the SCRUFF Services. However, if a user asks you for a recommendation regarding a local business, you may provide a recommendation. If you do provide a recommendation, you agree that it will: (a) be based upon your good-faith belief and not be false, misleading or deceptive; (b) fully disclose any connection between you and any entity with a financial interest in the business recommended or a directly competing business and not express sentiments by or on behalf such entity; (c) not be submitted for any form of compensation or consideration from any entity; and (d) fully comply with the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising and other applicable laws and regulations.
12. PROHIBITED USES
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:
- Use the SCRUFF Services or any location information displayed within the SCRUFF Services to stalk, harass, abuse, defame, threaten or defraud users of the SCRUFF Services, or to collect, attempt to collect, or store location or personal information about other users;
- Include offensive or pornographic materials in your SCRUFF Services personal profile page;
- Use the SCRUFF Services for any commercial or non-private use, it being understood that the SCRUFF Services are for personal, non-commercial use only;
- Use the SCRUFF Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
- Make unsolicited offers, advertisements, proposals, or send junk mail, to other users of the SCRUFF Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
- Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the accounts of other users of the SCRUFF Services;
- Misrepresent the source, identity or content of information transmitted via the SCRUFF Services;
- Remove, circumvent, disable, damage or otherwise interfere with security-related features of the SCRUFF Services, features that prevent or restrict use or copying of any content accessible through the SCRUFF Services, or features that enforce limitations on use of the SCRUFF Services;
- Intentionally interfere with or damage operation of the SCRUFF Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
- Post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
- Post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
- Use the SCRUFF Services with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or otherwise capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management, or similar applications;
- Attempt to gain unauthorized access to the SCRUFF Services, or any part of these, other accounts, computer systems or networks connected to the SCRUFF Services, or any part of these, through hacking, password mining or any other means, or to interfere or attempt to interfere with the proper working of the SCRUFF Services or any activities conducted on the SCRUFF Services; or
- Use any robot, spider, scraper or other automated means to access the SCRUFF Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the SCRUFF Services or modify the SCRUFF Services in any manner or form, nor to use modified versions of the SCRUFF Services, including (without limitation) for the purpose of obtaining unauthorized access to the SCRUFF Services.
13. User Content
The SCRUFF Services allow the submission of information, content and materials (such as pictures, reviews, ratings, ideas, notes, concepts, or creative suggestions) by you and other users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions (“Your Content”) and the consequences of posting or publishing them. In connection with Your Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize Perry Street Software to use, all intellectual property and any other proprietary rights in and to any and all of Your Content to enable inclusion and use of Your Content in the manner contemplated by the SCRUFF Services and these Terms; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in Your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Content in the manner contemplated by the SCRUFF Services and these Terms. For clarity, you shall retain all of your ownership rights in Your Content.
Perry Street Software assumes no responsibility whatsoever in connection with or arising from User Submissions. Perry Street Software assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time Perry Street Software chooses, in its sole discretion, to monitor User Submissions, Perry Street Software nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the user submitting User Submissions. Further, Perry Street Software does not endorse and has no control over the content of User Submissions submitted by other users. Perry Street Software makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions.
Responsibility for Your Content
You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable or provides others with information to locate you or determine places that you have visited, are visiting or are planning to visit. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by Perry Street Software.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Our Right to Use Your Content
Perry Street Software and its licensees may publicly display advertisements and other information adjacent to Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
We reserve the right to remove, screen, edit, or reinstate User Submissions from time to time at our sole discretion and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
You agree to indemnify, defend, and hold the Perry Street Software Parties harmless from and against any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys' fees, arising out of or related to your use of the SCRUFF Services in violation of these Terms and/or your interactions with other users of the SCRUFF Services, including, but not limited to, (a) your use or misuse of any location information or the SCRUFF Services generally, (b) any violation of the rights of any other person or entity by you, (c) any breach or violation by you of this Terms, or (d) your use the SCRUFF Services to communicate with or meet another user in-person or to locate and attend any offline place or event. Perry Street Software reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
15. Interactions with other users
You are solely responsible for your interactions with other users using the SCRUFF Services and the Perry Street Software Parties assume no liability for these interactions. Perry Street Software does not conduct criminal or other background checks on its users, but reserves the right to do so at any time. The Perry Street Software Parties assume no liability for your interactions with other users and make no representations or warranties as to the conduct of users and/or the information they provide and/or the statements that they make. You agree to take reasonable precautions in your interactions with other users of the SCRUFF Services. The Perry Street Software Parties are not responsible for monitoring any disputes between you and other users.
16. Registration Account and Password
You will create a username and password as part of the registration process for the SCRUFF Services. You are responsible for maintaining the confidentiality of your password and account and all activities that occur in connection with these. You agree to immediately notify Perry Street Software of any actual or suspected unauthorized use of your password or account or any other breach of security. You agree that all information that you provide to Perry Street Software as part of the registration process, including, but not limited to, your name and email address, is truthful, accurate and complete.
17. Governing Law
These Terms and your relationship with Perry Street Software under these Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of New York, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.
18. BINDING ARBITRATION AND CLASS ACTION WAIVER
ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SCRUFF SERVICES, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS (EACH, A “CLAIM”), SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in the County and State of New York or the city in the United States in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
Before submitting a Claim to arbitration pursuant to this Section 18, you must first submit the Claim to Perry Street Software for informal resolution through http://support.scruff.com/ or another mechanism specified by Perry Street Software. You and Perry Street Software agree to work in good faith to resolve the Claim within sixty (60) days. If you and Perry Street Software are unable to resolve the Claim informally within sixty (60) days, then we each may submit the Claim to arbitration.
If you reject the last written settlement offer made by Perry Street Software before the arbitrator was appointed and the arbitrator awards you an amount greater than this last written settlement offer, then Perry Street Software will pay: (i) the greater of the award or $500; (ii) your filing fees for the arbitration; and (iii) any fees, costs and expenses deemed appropriate by the arbitrator.
WE EACH AGREE THAT ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SCRUFF SERVICES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN THE SUPREME COURT OF NEW YORK COUNTY. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and Perry Street Software may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
YOU AND PERRY STREET SOFTWARE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SCRUFF SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.