Please read these terms carefully. If you do not agree to these Terms of Service, do not use this website or Service.
Use Of Make Lemonade's Service
Make Lemonade is a marketplace that enables Users to compare various financial products from financial institutions such as lenders, banks, credit card issuers, and others (“Provider” or “Providers”). We are not a lender, broker, advisor, issuer or financial institution. You may use the Service only if you are a natural person (i.e., not a business or other corporate entity) and can form a binding contract with Make Lemonade. Any use or access to the Service by anyone under the age of majority in the State in which they reside is strictly prohibited and in violation of this Agreement. You must act in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. You are prohibited from using the Service if you have previously been removed from the Service by Make Lemonade.
We may make changes to these Terms of Service from time to time. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.
With respect to student loans and student loan refinancing, please note that federal student loans have many benefits and protections such as deferment, forbearance, income-driven repayment plans and student loan forgiveness programs that will no longer be available when you refinance federal student loans or borrow private student loans. While some private lenders offer some of the benefits, not all lenders do and any benefits may differ materially from the benefit and protections offered by the federal government for federal student loans. It is your responsibility to read and review the Provider’s disclosures, terms and conditions carefully before you refinance student loans or borrow a private student loan. If you would like to learn more about federal student loans, please visit Federal Student Aid at studentaid.ed.gov.
Make Lemonade does not provide legal, accounting, financial, tax or investment advice. Your personal and financial situation is unique. Before you make any financial decision, you should consult a licensed financial professional and carefully read and review all terms and conditions on the lender’s website directly. Make Lemonade is for educational purposes only. We do not provide professional advice. We are not affiliated with the U.S. Department of Education or any other government agency. We are not liable to you for any advice provided to you by Providers or other third parties you may link to from our Site. We encourage you to consult a financial service provider, tax or legal professional to help you make any decisions associated with the use of the Service or the products and services provided by Providers.
Consent To Electronic Communication
To use our Service, you must agree to receive all important information from us and our Providers electronically (by us posting it on our Site or us or our Providers sending you an e-mail), instead of receiving paper copies in the mail.
We want you to provide feedback about the Site, Providers, products and services. In order to display, share and otherwise make that information you share with us useful, you grant us the rights to “Use” that information, including, editing it, reproducing it and displaying it. We appreciate any feedback or ideas that you share with us about Make Lemonade, our website, products or services, but we cannot compensate you monetarily or otherwise as a result. Before posting or providing any content, please review these requirements carefully:
You grant us a license to the content you post
You own and are solely responsible for any content including testimonials, images, text, audio or other materials that you submit (“User Content”). By submitting User Content, you grant Us or our sub-licensee or assignees a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right to use, reproduce, distribute, create derivative works from, publicly perform, display, store, or publish in any way, in any media known now or in the future (“Use”).
You grant Us or our sub-licensee or assignees the right to use your name or image in association with your User Content, if we so choose.
Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights against Us, our sub-licensees or assignees.
Your representations and warranties about the User Content
You represent and warrant that the User Content you provide (a) is owned by you or you control all necessary rights to it; (b) does not violate, misappropriate or infringe on the rights of any third-party including intellectual property rights, privacy rights or publicity rights; (c) is accurate, not obscene, false, libelous or defamatory; and (d) will not cause injury to any person, entity or system.
You agree that you will not do any of the following:
- You agree that you will not post any private information about yourself or others (e.g., telephone numbers, addresses, email addresses, account numbers, etc.)
- You agree not to post any false, deceptive or misleading information
- You agree not to post any content that encourages “gaming” or “churning” of another party’s products or services
- You agree that you will not post SPAM (i.e., advertising, commercial materials or content, solicitations or promotional materials)
- You agree that you will not post anything disrespectful, illegal or in violation of our Terms of Service and policies (e.g., unlawful, harmful, abusive, racially or ethnically offensive, discriminatory, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable)
- You agree that you will not create a risk of loss or damage to any person or property
You will indemnify and hold Make Lemonade harmless for any and all claims resulting from your User Content.
Make Lemonade has the right but not the obligation to monitor, edit or remove the User Content you provide, for any reason, or no reason. Any User Content you provide is non-confidential and Make Lemonade will not be liable for its use or disclosure.
If you submit ideas, suggestions, documents, and/or proposals (“Ideas”) to Make Lemonade, you do so voluntarily and with no expectation of confidentiality. By submitting Ideas, you grant us ownership of the Ideas to use for any purpose, in any way, in any media now known or in the future and throughout the universe without any obligation or payment. You understand that Make Lemonade may have something similar to the Ideas under consideration or in development.
The comments or responses that Make Lemonade posts under its official account are not provided, reviewed or endorsed by any Provider unless specifically stated otherwise in the response. Please keep in mind that the Provider has no obligation to monitor any of the comments, questions or reviews posted (yours or ours), and is therefore not responsible to ensure that your posts and/or questions are answered.
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Make Lemonade Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Make Lemonade and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Make Lemonade Content. Use of the Make Lemonade Content for any purpose not expressly permitted by this Agreement is strictly prohibited. Use of any Make Lemonade Content as part of a link to or from any site is prohibited unless establishment of such link is approved in advance by Make Lemonade in writing.
Since we respect artist and content owner rights, it is Make Lemonade’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Make Lemonade’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Site (e.g., a URL);
- Information reasonably sufficient to permit Make Lemonade to contact you, such as your address, telephone number, and, email address;
- A statement 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 law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying Make Lemonade and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Make Lemonade’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
You agree that you will be personally liable for your use of the Service. You agree to defend, indemnify and hold harmless Company and its subsidiaries, officers, directors, agents and employees, Providers (and their officers, directors, agents and employees), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties; (iii) your violation of any third party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any User Content that is submitted via your Account; or (vi) any other party’s access and use of the Service with your unique username, password or other security code. Company reserves the right but not the obligation, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
DISCLAIMER OF WARRANTIES AND GUARANTEES AND LIMITATION OF LIABILITY
THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (i) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; OR (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USEAGE OR TRADE. YOU UNDERSTAND AND AGREE THAT NOTHING RELATED TO THE SERVICE CONSTITUTES INVESTMENT, LEGAL AND/OR OTHER PROFESSIONAL ADVICE.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL MAKE LEMONADE, ITS PARENT, SUBSIDIARIES, OR PROVIDERS OR THEIR RESPECTIVE AGENTS, DIRECTORS, OR EMPLOYEES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE OR $100, WHICHEVER IS GREATER.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
The following in no way limits the preceding disclaimers of guarantees or warranties and limitation of liabilities, but shall serve as examples of what is disclaimed/limited:
ASSUMPTION OF RISK
YOU ASSUME ALL RISK AND ANY AND ALL DAMAGES ASSOCIATED WITH YOUR USE OF THE SERVICE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. COMPANY IS NOT LIABLE OR RESPONSIBLE FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICE.
AVAILABILITY AND ACCURACY OF SERVICE
COMPANY DOES NOT GUARANTEE THE CONTINUOUS OPERATION OR ACCESS TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD-PARTY; (V) THAT THE SITE OR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND/OR (VI) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
COMPANY DOES NOT GUARANTEE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY ERRORS, MISTAKES OR OTHER INACCURACIES IN THE INFORMATION, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE. IT IS YOUR RESPONSIBILITY TO CONFIRM THE ACCURACY OF THE INFORMATION DISPLAYED ON THE SITE OR PROVIDED THROUGH THE SERVICE DIRECTLY WITH THE PROVIDERS.
EDUCATIONAL PURPOSES ONLY; NOT ADVICE, NO RECOMMENDATIONS
THE CONTENT, INFORMATION AND SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. ALL FINANCIAL DECISIONS MADE BY YOU ARE YOUR RESPONSIBILITY AND YOU SHOULD CONSULT A FINANCIAL ADVISER WHO UNDERSTANDS AND KNOWS YOUR SPECIFIC FINANCIAL CIRCUMSTANCES BEFORE MAKING ANY FINANCIAL DECISIONS. NOTHING ON THE SITE SHOULD BE INTERPRETED AS A FINANCIAL RECOMMENDATION FOR YOU.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND MAKE LEMONADE HAVE AGAINST EACH OTHER ARE RESOLVED.
You and Make Lemonade agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Make Lemonade that relates in any way to or arises out of this or previous versions of the Agreement, your use of or access to the Service, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
For any dispute with Make Lemonade, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Make Lemonade has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Make Lemonade claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Nothing in this Section 10 shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights.
Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND MAKE LEMONADE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND MAKE LEMONADE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
Overview: Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.
Rules and Procedures: The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
Notice: A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). The Notice to Make Lemonade should be sent to Make Lemonade at firstname.lastname@example.org. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
Post-Notice Initiation of Proceedings: If you and Make Lemonade are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Make Lemonade may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Make Lemonade at the following address: email@example.com. Any settlement offer made by you or Make Lemonade shall not be disclosed to the arbitrator.
Arbitration Location: The arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Make Lemonade may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Make Lemonade subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Make Lemonade may attend by telephone, unless the arbitrator requires otherwise.
Arbitrator Decision; Final and Binding: The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Make Lemonade user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, Make Lemonade will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Make Lemonade should be submitted by mail to the AAA along with your Demand for Arbitration and Make Lemonade will make arrangements to pay all necessary fees directly to the AAA. If (a) you willfully fail to comply with the Notice of Dispute requirement discussed above, or (b) in the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Make Lemonade for all fees associated with the arbitration paid by Make Lemonade on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
With the exception of any of the provisions in this Section of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
Waiver of Jury Trial and Class Action
YOU AND WE AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN PARAGRAPH (e) OR UNDER THE FEDERAL ARBITRATION ACT).
IF YOU ARE A NEW MAKE LEMONADE USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY EMAILING US AT CONTACT@MAKELEMONADE.CO. A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME (I.E., YOU ACCEPT THE USER AGREEMENT WHEN YOU USE THE MAKE LEMONADE WEBSITE, WWW.MAKELEMONADE.CO).
Your Opt-Out Notice must include the following information: your name, address (including street address, city, state and zip code), and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
Future Amendments To Arbitrate
Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Make Lemonade prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Make Lemonade. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.Makelemonade.co at least 30 days before the effective date of the amendments. If you do not agree to these amended terms, you may deactivate your Account within the 30-day period and you will not be bound by the amended terms.
Judicial Forum for Legal Disputes
You agree that: (i) the Service shall be deemed solely based in the State of New York, USA; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Make Lemonade, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without regard to principles of conflict of law.
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Make Lemonade must be resolved exclusively by a state or federal court located in New York, New York. You and Make Lemonade agree to submit to the personal jurisdiction of the courts located within New York, New York for the purpose of litigating all such claims or disputes. You agree to submit to the personal jurisdiction of the federal and state courts located in New York, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Make Lemonade without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall be given effect to the greatest extent possible and shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Make Lemonade’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Headings are for reference purposes only and do not limit the scope or extent of such Section.
The following Sections survive any termination of this Agreement: Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.
No Agency or Joint Venture
Neither this Agreement nor the use of the Service shall be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Make Lemonade, except and solely to the extent expressly stated herein.
Provider and Other Third-Party Terms
The Service may contain links to third-party and Provider websites, advertisers, services, or special offers that are not owned or controlled by Make Lemonade. Make Lemonade does not assume any responsibility for any third-party sites, information, materials, products, or services. In some instances, Providers require that Make Lemonade’s Users agree to be bound by some additional Terms of Service that are specific to particular products or services (“Provider Terms”). In the event of any conflict between the Provider Terms and Make Lemonade’s Terms of Service related to the Service, Make Lemonade’s Terms of Service govern and control. When you link to Provider or other third-party sites you do so at your own risk and you should be aware that our terms and policies do not govern, except to the extent expressly provided for herein. You should always review the third-party’s applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
Notice to California Residents: Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
You agree to print or save a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.