- Please read these Terms and any applicable Additional Terms before using the Site or the Services. By using the Site or the Services, you hereby represent, warrant, understand, agree to and accept these Terms and any applicable Additional Terms in their entirety whether or not you register as a user of the Site or Services ("Registered Users").
- This Agreement contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Section 13 "Agreement to Arbitrate") no later than 30 days after the date you accept these Terms for the first time. Unless you opt out: (1) you will only be permitted to pursue claims against 52Pearls.com on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
For purposes of these Terms, and except to the extent expressly excluded below, the "Site" shall mean www.52Pearls.com and any other websites, web pages, mobile applications and mobile websites operated by 52Pearls.com ("52Pearls.com" or "we") in the United States and the "Services" shall mean any of the various services that 52Pearls.com provides through the Site or any other channels, including without limitation, over the telephone.
However, the terms "Site" and "Services" do not include or involve the following:
- Third-party entities such as dental laboratories, CPAs, and other dental service providers that may use the 52Pearls.com Site or Services to market their services and/or recruit employees. Such entities' use of the 52Pearls.com Site and Services are subject to separate terms to which those entities agreed upon registering with 52Pearls.com.
- Description of Services; Limitations; User Responsibilities
- Eligibility to Use The Site and Services; Representations and Warranties
- Rules For User Conduct and Use of Services
- Termination of Registration
- Links to External Sites
- Payment and Refund Policy
- Release of Liability for Conduct and Disputes
- Age Restrictions
- Disclaimers; Limitations; Waivers; and Indemnification
- Copyright Notices/Complaints
- Agreement to Arbitrate
- Governing Law and Venue
- Contact Information
1. Description of Services; Limitations; User Responsibilities
- 1. 1.1 About Our Services
52Pearls.com offers various Services to help its users find dental professionals. The Services we offer include, among others:
- We enable individual dental employers (such as dental offices) to post jobs on the Site, and we enable individuals and entities who provide dental services ("Dental Professionals") to post profiles on the Site and apply to jobs.
- We provide search functionality on the Site to allow Dental Employers and individual Dental Professionals to narrow the pool of Dental Employers or Dental Professionals they are interested in meeting based on their needs and preferences, and we provide a communications platform that allows Dental Employers and Dental Professionals to communicate.
- The Site enables Registered Users to communicate and share information with other Registered Users who share a common interest or bond.
Our Services continue to grow and change. Please refer to our Site for further information about the Services we provide.
- 2. 1.2. Limitations of our Services
We offer a variety of Services to help our users find Dental Professionals. However, we do not employ any Dental Professionals. Except as set forth below, Dental Employers are the potential employers of Dental Professionals and are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable payroll, tax and minimum wage laws). Further, we do not have control over the quality, timing, or legality of the services actually delivered by Dental Professionals, or of the integrity, responsibility or actions of Dental Employers or Dental Professionals and we neither refer or recommend Dental Employers or Dental Professionals nor make any representations about the suitability, reliability, timeliness, and accuracy of the services provided by Dental Professionals or the integrity, responsibility or actions of Dental Employers or Dental Professionals whether in public, private or offline interactions.
Dental Employers and Dental Professionals content is primarily user generated, and we do not control or vet user generated content for accuracy. 52Pearls.com does not assume any responsibility for the accuracy or reliability of any information provided by Dental Professionals or Dental Employers on or off this Site. We may offer certain Registered Users the opportunity to verify certain information such as their email address. If we indicate that a Registered User has verified certain information, it means that the user has complied with the process we have established for verifying such information. However, we do not guarantee, nor do we represent or warrant as to, the accuracy of such information.
52Pearls.com is not responsible for the conduct, whether online or offline, of any Dental Employer, Dental Professional or other user of the Site or Services. Moreover, 52Pearls.com does not assume and expressly disclaims any liability that may result from the use of information provided on our Site. All users, including both Dental Employers and Dental Professionals, hereby expressly agree not to hold 52Pearls.com (or 52Pearls.com's officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers, or affiliates) liable for the actions or inactions of any Dental Employer, Dental Professional or other third party or for any information, instruction, advice or services which originated through the Site, and, to the maximum extent permissible under applicable law, 52Pearls.com and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
- 3. 1.3. User Responsibilities
Any screening of a Dental Employer or Dental Professional and his, her or its information by 52Pearls.com is limited and should not be taken as complete, accurate, up-to-date or conclusive of the individual's or entity's suitability as an employer or Dental Professional. Registered Users are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate Dental Employer or Dental Professional for themselves or their family.
Each Dental Employer is responsible for complying with all applicable employment and other laws in connection with any employment relationship they establish, including verifying the age of the Dental Professional they select as well as that Dental Professional 's eligibility to work in the US.
- 1. 1.1 About Our Services
2. Eligibility to Use the Site and Services; Representations and Warranties
- 1. 2.1. Eligibility
To be eligible to use our Services, you must meet the following criteria:
- Our Services are available only to individuals who are eighteen (18) years of age or older. If you do not meet the above age requirements, do not register to use the Site or Services.
- The Site and the Services are currently available only to individuals who are legally in the jurisdiction of the United States or the territory of Puerto Rico.
- If you are registering to be a Dental Professional, you must be permitted to legally work within the United States.
- You must not be a competitor of 52Pearls.com or using our Services for reasons that are in competition with 52Pearls.com.
2. 2.2. Representations and Warranties
By requesting to use, registering to use and/or using the Site or the Services, you represent and warrant that you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You also represent and warrant that you meet the eligibility criteria set forth in section 2.1 above.
- 1. 2.1. Eligibility
3. Rules for User Conduct and Use of Services
- 1. 3.1. Registration, Posting, and Content Restrictions
The following rules pertain to "Content", defined as any communications, images, sounds, videos, and all the material, data, and information that you upload or transmit through the Site or Services, or that other users upload or transmit, including without limitation any content, messages, photos, audios, videos, reviews or profiles that you publish or display (hereinafter, "post"). By transmitting and submitting any Content while using our Service, you agree, represent and warrant as follows:
- You are responsible for providing accurate, current and complete information in connection with your registration for use of the Site and the Services.
- You will register your account in your own legal name or office name.
- Unless otherwise permitted by 52Pearls.com, all Content you post will be in English as the Site and Services generally are not supported in any other languages.
- You are solely responsible for any Content that you post on the Site, or transmit to other users of the Site. You will not post on the Site, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, defamatory, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse, or give the impression that any Content emanates from 52Pearls.com where this is not the case. You will not provide inaccurate, misleading, defamatory or false information to 52Pearls.com or to any other user of the Site, and all opinions stated as part of Content must be genuinely held. Without limiting the foregoing, you represent and warrant to us that you have the right and authority to post all information you post about yourself or others, including without limitation that you have authorization from a parent or guardian of any minor who is the subject of any Content you post to post such Content.
- You understand and agree that 52Pearls.com may, in its sole discretion, review and delete any Content, in each case in whole or in part, that in the sole judgment of 52Pearls.com violates these Terms or which 52Pearls.com determines in its sole discretion might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users of the Site or others.
- You have the right, and hereby grant, to 52Pearls.com, its Affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, transferable, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute your Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your Content by 52Pearls.com will not infringe or violate the rights of any third party.
- Your use of the Services, including but not limited to the Content you post on the Site, must be in accordance with any and all applicable laws and regulations.
- 52Pearls.com is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided by users of the Site.
- We welcome your feedback and questions about the Site and Services. However, you agree that any comments, ideas, messages, questions, suggestions, or other communications you send to us or share with us through any channel (including, without limitation, the Site, email, telephone, surveys, and our social media accounts) shall be and remain the exclusive property of 52Pearls.com and we may use all such communications, all without notice to, consent from, or compensation to you.
Opinions, advice, statements, offers, or other information or content made available on the Site or through the Site, but not directly by 52Pearls.com, are those of their respective authors. Such authors are solely responsible for such content. 52Pearls.com does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Site or available through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Service. Under no circumstances will 52Pearls.com or its Affiliates be responsible for any loss or damage resulting from: a) your reliance on information or other content posted on the Site or transmitted to or by any user of the Site or Service; or b) reviews or comments made about you on the Site by other users.
You agree that 52Pearls.com has no obligation to remove any reviews or other information posted on the Site about you or any other person or entity. If you disagree with a review, you may post one rebuttal to the review, provided your rebuttal complies with these Terms. You may not terminate your registration and re-register in order to prevent a review from being associated with your account. The author of a review can always remove or request removal of a review they have written.
To the maximum extent permitted by law, 52Pearls.com disclaims any liability whatsoever for any misstatements and/or misrepresentations made by any users of the site. Users hereby represent, understand and agree to hold 52Pearls.com harmless for any misstatements and/or misrepresentations made by or on behalf of them on this site or in any other venue.
2. 3.2. Exclusive Use
If you are a Dental Employer, you may use your account only to find help for your Dental Office. If you are a Dental Professional, you may use your account only to find Dental jobs for yourself. You are responsible for all activity on and use of your account, and you may not assign or otherwise transfer your account to any other person or entity.
- 3. 3.3. Prohibited Uses
By using the Site or Services of 52Pearls.com, you agree that you will not under any circumstances:
- use the Site, Services, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
- use the Site or Services for any fraudulent or unlawful purpose, for any purpose not expressly intended by 52Pearls.com or for the promotion of illegal activities;
- attempt to, or harass, abuse or harm another person or group;
- use another user's 52Pearls.com account;
- provide false or inaccurate information when registering an account on 52Pearls.com, using the Services or communicating with other Registered Users;
- attempt to re-register with 52Pearls.com if we have terminated your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with your account;
- interfere or attempt to interfere with the proper functioning of 52Pearls.com's Services;
- make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
- use the communication systems provided by or contacts made on 52Pearls.com for any commercial solicitation purposes unless otherwise specified;
- publish or link to malicious content intended to damage or disrupt another user's browser or computer.
In order to protect our users from prohibited activity, we reserve the right to take appropriate actions, including but not limited to restricting the amount of email addresses a Dental Employer may view or the amount of messages a user may send in any 24-hour period to an amount which we deem appropriate in our sole discretion.
Should 52Pearls.com find that you violated the terms of this Section or any terms stated herein, 52Pearls.com reserves the right, at its sole discretion, to immediately terminate your use of the Site and Services. By using the Site and/or Services, you agree that 52Pearls.com may assess, and you will be obligated to pay, $10,000 per each day that you: (i) maintain Dental Professional or Dental Employer information (including but not limited to, names, addresses, phone numbers, or email addresses) or copyrighted material that you scraped (either directly or indirectly in a manual or automatic manner) from the Site, or (ii) otherwise mis-use or mis-appropriate Site Content, including but not limited to, use on a "mirrored", competitive, or third party site. This obligation shall be in addition to any other rights 52Pearls.com may have under these Terms or applicable law.
Further, in order to protect the integrity of the Site and the Services, 52Pearls.com reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.
- 1. 3.1. Registration, Posting, and Content Restrictions
4. Termination of Registration
Should 52Pearls.com determine that you are not eligible to use the Services, have violated any terms stated herein or in any of the Additional Terms, are not suitable for participation as a Registered User, or have mis-used or mis-appropriated Site content, including but not limited to use on a "mirrored," competitive, or third-party site, 52Pearls.com reserves the right, at its sole discretion, to immediately terminate your access to all or part of the 52Pearls.com Site and/or Services, to remove your profile and/or any content posted by or about you from the Site, and/or to terminate your registration in 52Pearls.com, with or without notice. Upon termination, 52Pearls.com shall be under no obligation to provide you with a copy of any content posted by or about you on the Site.
In any event, 52Pearls.com also reserves the right, in its sole discretion, to terminate your access to all or part of the 52Pearls.com Site and/or Services, to remove your profile and/or any content posted by or about you from the Site, and/or to terminate your registration in 52Pearls.com, for any reason or no reason, with or without notice. If we terminate your registration, we have no obligation to notify you of the reason, if any, for your termination.
Following any termination of any individual's use of the Site or the Services, 52Pearls.com reserves the right to send a notice thereof to other Registered Users with whom we believe the individual has corresponded.
Our decision to terminate an individual's registration and/or to notify other Registered Users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as information bearing on, the individual's character, general reputation, personal characteristics, or mode of living.
6. Links To External Sites
Links from the Site to external sites (including external sites that are framed by 52Pearls.com) or inclusion of advertisements do not constitute an endorsement by 52Pearls.com of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such advertisements, but are for users' reference and convenience.
Users access them at their own risk. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites. 52Pearls.com does not control such sites, and is not responsible for their content. Just because 52Pearls.com has hyperlinks to such sites does not mean that 52Pearls.com endorses any of the material on such sites, or has any association with their operators.
7. Payment And Refund Policy
In order to utilize some 52Pearls.com Services or product offerings, the user of such Services or product offerings must pay 52Pearls.com either a recurring subscription, one-time, or other fees. In addition, the user is responsible for any state or local sales taxes associated with the Services or product offerings purchased.
- 1. 7.1 Billing and Payment
If you sign up for a 52Pearls.com paid membership subscription, you agree to pay 52Pearls.com all subscription charges associated with the plan you subscribe to as described on the Site at the time you subscribe and provide your payment information. You also authorize 52Pearls.com to charge your chosen payment provider according to the terms of the plan to which you subscribe. The subscription period and the amount and frequency of the charges will vary depending on the subscription plan you select. 52Pearls.com reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
To the extent you elect to purchase other Services or product offerings we may offer for a fee, you authorize 52Pearls.com to charge your chosen payment provider for the Services and/or products you purchase. You agree that if 52Pearls.com already has your credit card on file as a result of prior purchases you have made, we may charge that credit card for the additional Services/products you purchase.
- 2. 7.2 Automatic Subscription Renewal and Cancellation
52PEARLS.COM PAID MEMBERSHIP SUBSCRIPTIONS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY THE USER. AFTER YOUR INITIAL SUBSCRIPTION COMMITMENT PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL EQUIVALENT PERIOD AS THE SUBSCRIPTION TERM YOU ORIGINALLY SELECTED AND AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU ON THE SITE WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED. IF YOU SIGN UP FOR A PAYMENT PLAN THAT ALLOWS YOU TO BE CHARGED MONTHLY OVER THE SUBSCRIPTION PERIOD AND YOU DECIDE TO CANCEL YOUR SUBSCRIPTION DURING THE SUBSCRIPTION PERIOD, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL CONTINUE TO BE BILLED FOR THE SUBSCRIPTION ON A MONTHLY BASIS UNTIL ITS ORIGINALLY SCHEDULED EXPIRATION DATE.
You may cancel your paid membership subscription by following the instructions on your account settings page or help@52Pearls.com. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires, but your credit card will be charged, and you will be required to pay, any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.
- 3. 7.3 Free Trial Offers
52Pearls.com may offer limited-time free trial subscriptions to certain users from time-to-time. Users who sign up for a 52Pearls.com Service on a free trial basis may have limited access to the Service and/or features of the Site. If a user signs up for a free trial subscription, after the expiration of the free trial period, the user will be charged the price then in effect for a subscription to the Service, unless otherwise provided to him or her when he or she originally subscribed. If a user does not want to continue with the Service after the expiration of the free trial period, the Dental Employer or Dental Professional must downgrade or cancel their subscription, and request a refund of the subscription fee within thirty (30) days of being charged the subscription fee for the Service. Upon cancellation, the Dental Employer or Dental Professional's credit card will be refunded for the amount of the most recent subscription charge so long as he or she has not used the subscription after the expiration of the free trial period.
- 4. 7.4 Refund Policy
Except as set forth in these Terms or as described on the Site at the time you make a purchase, all payments for services/products are non-refundable and there are no refunds or credits for unused or partially used services/products or service/product cancellations. Notwithstanding the foregoing, if you have a paid membership subscription that is automatically renewed, we will refund the most recent charge to your credit card if (i) you have not used your subscription during the current subscription renewal period and (ii) you downgrade or cancel your membership and request a refund of the most recent charge to your credit card within thirty (30) days of the most recent charge. Any such refunds will apply only to the most recent charge, regardless of how such refund request is made, for example, whether to 52Pearls.com or to your credit card company. Additionally, if you are a Dental Employer and you post a bona fide job during your initial paid membership subscription period, we will refund your initial paid membership subscription charge if (a) you do not receive any responses to your first job posting within thirty (30) days of posting and (b) you contact us within thirty (30) days of your initial subscription charge to downgrade or cancel your membership and have not continued to use your account within that period. In addition, 52Pearls.com reserves the right to immediately downgrade or cancel your membership after payment of your refund. 52Pearls.com does not provide refunds or credits under any other circumstances, unless it determines in its sole discretion that a refund or credit is warranted due to extenuating circumstances, such as a duplicate account.
- 1. 7.1 Billing and Payment
8. Release of Liability for Conduct and Disputes
We are not an employer of Dental Professionals. Dental Employers may seek the services of a Dental Professional through the use of the Site or Services, and Dental Professionals may post profiles and submit proposals to Dental Employers regarding their services.
Any issues concerning the conduct of a Dental Employer or Dental Professional including, without limitation, the services received by the Dental Employer or payment due to the Dental Professional, must be resolved directly by the Dental Employer and the Dental Professional. 52Pearls.com will not be held responsible and expressly disclaims any liability whatsoever for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues
By using this Site or our Services, you hereby represent, understand, and expressly agree to hold 52Pearls.com harmless for any claim or controversy that may arise from any disputes between you and any Dental Employer, Dental Professional or other user(s) of the Site. You agree to take reasonable precautions in all interactions with Dental Employers, Dental Professionals or other users of the Site or the Services, particularly if you decide to meet offline. By using the Site or the Services, you do hereby agree to report any alleged improprieties of any users therein to 52Pearls.com immediately by notifying 52Pearls.com of the same via electronic correspondence.
9. Age Restrictions
52Pearls.com is intended for people 18 or over and Dental Employers and Dental Professionals should monitor children's use of the Internet and deny access to the Site to anyone under the age of 18. 52Pearls.com will not knowingly collect any information from individuals under 13. We do not assume any responsibility for any misrepresentations regarding your age when using this Site. Should we determine that you do not meet the age requirements for using our Site or Services, your registration will be terminated immediately.
10. Disclaimers; Limitations; Waivers; Indemnification
- 1. 10.1. No Warranty
The information and materials contained on the Site, including text, graphics, information, links or other items are provided "as is," "as available." Further, opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by 52Pearls.com, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 52PEARLS.COM DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN 52PEARLS.COM; (3) WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 52PEARLS.COM EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS.
IN ADDITION AND WITHOUT LIMITING THE FOREGOING, 52PEARLS.COM MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY USER OF OUR SITE TO PROVIDE SERVICES AS A DENTAL PROFESSIONAL OR TO EMPLOY THE SERVICES OF A DENTAL PROFESSIONAL.
2. 10.2. Assumption of Risk
You assume all risk when using the Site and the Services, including but not limited to all of the risks associated with any online or offline interactions with users of the Site or the Services.
- 3. 10.3. Limitation of Liability
Incidental Damages and Aggregate Liability. In no event will 52Pearls.com be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Site or Services, including without limitation damages related to any information received from the Site or Services, removal of content from the Site, including profile information, any email distributed to any user or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Site or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if 52Pearls.com, or representatives thereof, are advised of the possibility of such damages, losses or expenses. UNDER NO CIRCUMSTANCES WILL 52PEARLS.COM'S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, OR, IF YOU HAVE NOT PAID 52PEARLS.COM FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00 OR ITS EQUIVALENT.
No Liability for non-52Pearls.com Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 52PEARLS.COM BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
In addition to the preceding paragraphs of this section and other provisions of these Terms, any advice that may be posted on the Site is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. 52Pearls.com makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Site. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
- 4. 10.4. Indemnification
- 1. 10.1. No Warranty
11. Copyright Notices/Complaints
It is 52Pearls.com's policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act ("DMCA"). If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting 52Pearls.com's copyright agent (identified below) and providing the following information:
- 1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- 2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- 3. Your name, address, telephone number and (if available) e-mail address.
- 4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- 5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
- 6. A signature or the electronic equivalent from the copyright holder or authorized representative.
In an effort to protect the rights of copyright owners, 52Pearls.com maintains a policy for the termination, in appropriate circumstances, of Members and other users of this Site who are repeat infringers.
12. Agreement to Arbitrate
1. 12.1 Agreement to Arbitrate
This Section 12 is referred to in these Terms as the "Arbitration Agreement". Unless you opt-out in accordance with the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and 52Pearls.com or a 52Pearls.com Affiliate, whether relating to these Terms (including any alleged breach thereof), the Services, the Site, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- 2. 12.2 Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND 52PEARLS.COM 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 ACTION OR PROCEEDING. UNLESS BOTH YOU AND 52PEARLS.COM 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, OR CLASS 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 52PEARLS.COM USERS.
- 3. 12.3 Pre- Arbitration Dispute Resolution
52Pearls.com is always interested in resolving disputes amicably and efficiently. So before you commence arbitration, we suggest that you contact us to explain your complaint, as we may be able to resolve it without the need for arbitration. You may contact us via email at help@52Pearls.com.
- 4. 12.4 Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA's Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page,http://www.adr.org/consumer_arbitration. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 10. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
To commence an arbitration against 52Pearls.com, you must complete a short form, submit it to the AAA, and send a copy to 52Pearls.com. For more information, see the AAA's claim filing page, http://www.adr.org/fileacase. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you.
The arbitration 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 52Pearls.com may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and 52Pearls.com subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or 52Pearls.com, unless the arbitrator requires otherwise.
The arbitrator shall not be bound by rulings in prior arbitrations involving different 52Pearls.com users, but is bound by rulings in prior arbitrations involving the same 52Pearls.com user to the extent required by applicable law.
- 5. 12.5 Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules, unless otherwise provided in this Agreement to Arbitrate. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, 52Pearls.com will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, 52Pearls.com will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse 52Pearls.com for all fees associated with the arbitration paid by 52Pearls.com on your behalf that you otherwise would be obligated to pay under the AAA's rules.
- 6. 12.6 Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- 7. 12.7 Severability
If a court decides that any term or provision of this Arbitration Agreement other than Section 12.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 12.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.
- 8. 12.8 Opt-Out Procedure
You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. For new 52Pearls.com users, the Opt-Out Notice must be postmarked no later than 30 Days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to log in to the 52Pearls.com account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other terms of these Terms will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
- 9. 12.9 Future Changes to this Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against 52Pearls.com prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms, such termination shall not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding against 52Pearls.com prior to the effective date of removal.
- 1. 12.1 Agreement to Arbitrate
13. Governing Law and Jurisdiction
These Terms, and any dispute between you and 52Pearls.com, shall be governed by the laws of North Carolina without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 13, the Arbitration Agreement. Unless you and we agree otherwise, in the event that the Arbitration Agreement 13 is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), either as a result of your decision to opt-out of the Arbitration Agreement 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 52Pearls.com must be resolved exclusively by a state or federal court located in North Carolina. You and 52Pearls.com agree to submit to the personal jurisdiction of the courts located within North Carolina for the purpose of litigating all such claims or disputes.
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. Each Affiliate is expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.
15. Contact Information
If you have any questions or need further information as to the Site or Services provided by 52Pearls.com, or need to notify 52Pearls.com as to any matters relating to the Site or Services please contact 52Pearls.com at firstname.lastname@example.org.