TERMS & CONDITIONS - Phil Godlewski

TL;DR – These are the rules that govern your use of the Philgodlewski.live community and website, whether you are yourself a User, or simply a member of a particular User community, or both. For example, if you’re using Philgodlewski.live as a User, then Section 4 (“Using the Site as a User”) would apply to you; if you’re using Philgodlewski.live as a member within a User community, then Section 5 (“Using the Site as a Community Member”) would apply to you, etc. In addition to these rules, you should check out our “Community Guidelines” as well as our “Privacy Policy” – as both of these will apply to anyone using Philgodlewski.live.

The website located at https://philgodlewski.live.com and various related products and services offered through the site, including without limitation any integrated iOS or Android mobile applications (together referred to as the “Site”) is a copyrighted work belonging to Philgodlewski.live, or Phil Godlewski INC., (“ Company”, “ Philgodlewski.live”, “ us”, “ our”, and “ we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules including without limitation our Community Guidelines, our Data Processing Agreement, and our Privacy Policy are incorporated by reference into these Terms of Use (and collectively may be referred to as the “Philgodlewski.live Policies” or simply the “Terms”).

These Terms set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting BOTH these Terms AND OUR PRIVACY POLICY, the “ POLICY”, on behalf of yourself or the entity that you represent, and you represent and warrant that you have the right, authority, and capacity to enter into BOTH these Terms AND THE POLICY (on behalf of yourself or the entity that you represent). you may not access or use the Site or accept the Terms OR THE POLICY if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms AND THE POLICY, do not access and/or use the Site.

These terms require the use of arbitration (Section 14.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

1. Accounts

1.1. Account Creation and Deletion. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site, which subject to Section 10 below, you acknowledge and agree will permanently delete your Account and all your User Content (defined below) from our databases. Company may suspend or terminate your Account in accordance with Section 10.

1.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2 . General Access to the Site

2.1. License and Use. Subject to these Terms and except as expressly stated herein, Company grants you a non-transferable, non-exclusive, revocable, limited license to: (a) use and access the Site solely for your own personal use; and (b) use our logo, Company name, copyright and trademarks solely to promote the features of the Site, including if you are a User, to promote your Benefits to your potential Community Members (as such terms are defined below). Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) and any license(s) granted to you hereunder with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.

2.2. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site except as expressly stated herein; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; © you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.3. Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

2.4. Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

3 . User Content

3.1. User Content. “ User Content” means any and all information and content that a user submits to, or uses with, the Site including without limitation photographs, images, videos, likeness, appearance, voice, text, audio, full name, pseudonyms and any other audiovisual content, for example, in the user’s profile or content postings and/or submissions to the site. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Community Guidelines. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates our Community Guidelines. Although Company will make efforts to preserve your User Content, is not obligated to backup any User Content, and your User Content may be deleted. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2. Your License to Us. In part because you can submit User Content to the Site where it may be displayed to other users, you hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. In addition to the foregoing, you hereby grant to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to factually list your full name, pseudonyms, likeness, appearance, and/or logos on our website and marketing materials solely to indicate that you are a user of the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. The purpose of this License is to enable us to operate the Site and make your User Content available through the Site consistent with the Site’s intended features and functionality. We will never seek to “steal” your User Content or use your User Content in a manner that is inconsistent with your rights in your User Content.

4 . Using the Site as a User.

4.1. Definitions. You are a “ User” if you use the Site to offer paid membership subscriptions to other users of the Site in exchange for membership benefits, which may be facilitated through the Site (each user of the Site paying for such membership subscription, a “Community Member”). Said membership benefits may include, without limitation, access to content or information that is exclusive to your Community Members (collectively, “User Content”), the ability for your Community Members to send and receive messages directly to you and/or between themselves, and/or merchandise or other tangible items that you make available to your Community Members (collectively, “Benefits”). If you are using the Site as a User, then the provisions of this Section 4 apply to you and shall prevail in the event of any conflict with any other provisions of these Terms.

4.2. Payments and Fees. Payment processing, including refunds, shall be managed by the payment platform utilized by Company from time to time and may include the use of a third-party payment processing service provider.

4.2.1 Payments Made to You. (A) If Company utilizes Stripe, Inc. for payments made by Community Members through the Site, you agree that any such payments shall be collected and processed via Stripe, Inc., available at https://stripe.com (“Stripe”), and that in order to use the Site as a User you must: (a) create your own Stripe account; (b) agree to and abide by all of Stripe’s own legal terms and conditions; and (c ) cooperate with us in order to properly integrate your Stripe account with the Site, as reasonably directed by us. Payments made by your Community Members will be deposited directly by Company into your Stripe account in a timely manner after deduction of the following fees: (i) certain processing fees which are applied by Stripe, or which are applied by banks and/or other financial institutions not affiliated with us (collectively, “Processing Fees”); (ii) the “Philgodlewski.live Platform Fee” which is 10% of all Subscription Fees received by User from their Community Members and, if you do not Opt-Out of Company Issued Refunds (as defined in Section 4.2.2(B) below), Company will also deduct (x) five percent (5%) of gross revenues as a reserve for refunds, and (y) will deduct any applicable refunds. Company reserves the right to change the Philgodlewski.live Platform Fee at any time. (B) If payment processing is managed by Company without the use of third-party provider Stripe, you agree that payments shall be directly deposited to you by Company utilizing an automated clearing house (“ACH”) or wire transfer. You will be notified if this form of payment processing is selected by Company, at which time Company will request ACH or wire transfer information from you. Payments due to you will be calculated by Company at the end of each month and will include deductions for (i) the Philgodlewski.live Platform Fee (as defined in Section 4.2.1(A)(ii) above), (ii) any applicable Processing Fees (as defined in Section 4.2.1(A)(i) above), and, if you do not Opt-Out of Company Issued Refunds (as defined in Section 4.2.2(B) below), Company will also deduct (x) five percent (5%) of gross revenues as a reserve for refunds, and (y) will deduct any applicable refunds. Payments will be made to you in a timely manner. You can review all Processing Fees and the applicable Philgodlewski.live Platform Fee within the ‘settings’ section of your Account. Notwithstanding anything to the contrary herein, we may hold or block certain payments in the event that these Terms (including any of our additional terms, guidelines, and rules) have been violated, for legal or tax compliance reasons (including if we suspect any fraudulent activity), or as otherwise required by Stripe, any other third-party service provider, or any applicable legal or regulatory authority. Please contact Philgodlewski.live for more details.

**4.2.2 Refunds. The payments for a User to the Company are on a monthly basis. Once User has access to specific, private information on Philgodlewski.live, no refund will be issued for the month/months that the User had access to the site. If a refund is legally deemed valid, and if Company manages the refund process, the Company will issue the refund on your behalf. If Company chooses to manage the refund process using Stripe, you hereby authorize Company to issue the refund via your Stripe account.

4.3. Taxes. We do not manage, account for, or make any tax withholdings in connection with applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees, or charges, whether now in force or enacted in the future (collectively, “Taxes”).

4.4. Other Restrictions. You may not use the Site or offer any Benefits which in any manner violate these Terms, including all of our additional terms, guidelines, and rules. Please read our Community Guidelines carefully. You are responsible for keeping the data and information of your Community Members secure and you acknowledge and agree that no person under the age of 18 is permitted to use the Site.

4.5. Data ownership and Protection. Company may share relevant Community Member Data with Member, as outlined in Company’s Data Processing Agreement. Company and User acknowledge and agree that User’s provision of Benefits to Community Members may extend outside of the Services provided by Company and may continue after User has ceased to use Company’s Services.
Accordingly, User agrees that it shall continue to abide by any applicable Data Protection Legislation following the expiration or termination of the Philgodlewski.live Policies and/or this Agreement as they apply to Members.
User will not be required to delete or return to Company any Community Member Data in User’s possession following the expiration or termination of the Philgodlewski.live Policies and/or this Agreement as they apply to User unless such deletion or return is required by applicable Data Protection Legislation.
Company shall immediately inform User in writing if it becomes aware of a circumstance that would require the deletion or return of any Community Member Data.

4.6. Community Moderation by User. Users in their sole determination may remove or modify any User Content, and/or request that Philgodlewski.live remove Community Members from their community. Company will, at its own discretion, remove such Member if a policy violation is proven.

5 . Using the Site as a Community Member.

5.1. Paid Membership Subscriptions. The Site allows you to receive certain Benefits for specific Users in exchange for becoming a Community Member of that User through paid membership subscriptions offered by the User, (each, a “Paid Membership”). By signing up for a Paid Membership, you agree to pay the specified subscription fees (collectively, “Subscription Fees”) associated with such Paid Membership as indicated on the Site. Such Subscription Fees may be collected and processed via Stripe (https://stripe.com) and/or PayPal (https://www.paypal.com) (collectively, our “ Billing Service Providers”), which have their own legal terms. You will be required to provide us and/or our Billing Service Provider with information regarding your credit card or other payment method. You represent and warrant that such information is true and that you are authorized to use the payment method. Depending on the Paid Membership, there may be a one-time fee or recurring Subscription Fees. For recurring Subscription Fees, we will bill or charge you in regular automatically-renewing intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time either through the Site or by contacting the relevant support team. Please also review our policy for in app purchases in Section 12 (“ Mobile Applications”) below. In the event of any conflict between this Section 5.1 and Section 12, then Section 12 will prevail. You acknowledge and agree that in certain situations you may lose access to the Benefits offered by a User, including without limitation in the case you cancel your Paid Membership, your payment method(s) fail, the Company decides to block your Account, or the Company decides to delete his or her own Account on the Site.

5.2. Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all Subscription Fees are exclusive of applicable Taxes (defined above). You are responsible for payment of all applicable Taxes relating to your use of the Site, your payments, or your purchases.

5.3. Payment Failures. If your payment fails or if a Paid Membership is otherwise not paid for or paid for on time, the Company may cancel or revoke your access to the Paid Membership through the Site. If you contact your bank or credit card company to decline or reverse the charge of Subscription Fees for a Paid Membership, we may revoke your access to the Site in general.

5.4. Automatic Renewal. To ensure uninterrupted service, payments for any recurring Paid Memberships are automatically renewed. This means that unless you cancel a Paid Membership before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable Subscription Fees (as well as any Taxes). By default, your Paid Memberships will be renewed for the same interval of time as your original subscription period. For example, if you purchase a one month subscription, you will be charged for each monthly subscription period thereafter. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. It is also your sole responsibility to keep track of your username and password of Philgodlewski.live, and any other username/password for the any email address associated with Philgodlewski.live. The date for the automatic renewal may be determined automatically based on the date of the original purchase and in such event cannot be changed.

5.5. Canceling Automatic Renewal. You can manage and cancel your subscription for any Paid Membership either through the Site or by contacting the relevant support team.

5.6. Fee Changes. Users may change their Subscription Package at any time. When applicable, Company may give you advance notice of the Subscription Fee changes. If you don’t agree with the Subscription Fee changes, you must cancel your subscription to the Paid Membership or you will be charged in accordance with the new Subscription Fees.

5.7. Refunds. A) While you may cancel your Paid Memberships at any time, refunds are issued pursuant to Section 4.2.2 and 4.2.3 above, unless otherwise required by applicable law. For the avoidance of doubt, when you purchase Content on Philgodlewski.live as a Subscription Package, you will have access to the Content as long as you have a Philgodlewski.live account and the Company continues to make their content available through Philgodlewski.live.

6 . Indemnification.

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, © your violation of applicable laws or regulations or (d) your User account. Company reserves the right, at your expense, 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. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7 . Third-Party Links and Ads; Other Users

7.1. Third-Party Links and Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links and Ads”). Such Third-Party Links and Ads are not under the control of Company, and Company is not responsible for any Third-Party Links and Ads, or the content of such. Company provides access to these Third-Party Links and Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Ads. You use all Third-Party Links and Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Ads.

7.2. Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, including without limitation any Benefits offered by Users through any Paid Memberships, you acknowledge and agree that we are not responsible for any User Content, Claims, Benefits, or Paid Memberships, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, Benefits, or Paid Memberships. Your interactions with other Site users, whether Users or Community Members, are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, whether a User or a Community Member, we are under no obligation to become involved.

7.3. Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links and Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

8 . Disclaimers

The site is provided on an “as-is” and “as available” basis, and company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the site, all such warranties are limited in duration to ninety (90) days from the date of first use.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

9 . Limitation on Liability

To the maximum extent permitted by law, in no event shall company (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these terms or your use of, or inability to use, the site, even if company has been advised of the possibility of such damages. Access to, and use of, the site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty us dollars (u.s. $50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to this agreement.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

10. Term and Termination.
Members may terminate at any time. Member shall pay in full for all Services up to and including the last day on which the Services are provided.

Subject to this Section, these Terms will remain in full force and effect while you use the Site as a User. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

Upon any termination, Company may delete stored Member Data. “Member Data” includes the email address, username, picture, and legal name of any Community Member of User, all Member Content that is made available by Member to User’s Community Members as a Benefit, and any non-public data provided by Member to Company to enable the provision of the Services.

Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.4, Section 3 and Sections 6 through 14. User agrees to allow Members to cancel future payments made by your Community Members to your Stripe account.

11. Copyright Policy.

Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512©) must be provided to our designated Copyright Agent:

your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is: Phil Godlewski

Email: [email protected]

12. Mobile Applications.

12.1. In App Purchases. From time to time, we may offer products and services for purchase including the subscriptions for Philgodlewski.live, (“in app purchases”) through iTunes, the Apple Store, Google Play, or other application platforms authorized by us (each, an “App Store”) via our mobile application (the “App”). If you choose to make a purchase through such application platforms, you will be prompted to enter details for your account with your selected App Store (your “App Store Account”), and your App Store Account will be charged for the in app purchase in accordance with the terms disclosed to you at the time of purchase as well as the general terms for in app purchases that apply to your App Store Account. Some App Stores may charge you sales tax, depending on where you live. If you purchase an auto-recurring periodic subscription through an in app purchase, your App Store Account will be billed continuously for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your App Store account and follow instructions to cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted our mobile application from your device. Deleting your account on the Site or deleting our mobile application from your device does not cancel your subscription; we will retain all funds charged to your App Store Account until you cancel your subscription through your App Store Account.

12.2. Apple Store Terms. If the App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms: (a) The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the App; and (b) If any of the terms and conditions in these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ (the “Apple EULA Terms”) or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html (the “Apple App Store Terms”) as of the Effective Date, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply to the extent of such inconsistency or conflict.

12.3. Google Play Terms. If the App is provided to you through the Google Inc., Google Play store (Google Inc. together with all of its affiliates, “Google”), the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms: (a) You acknowledge that Google is not responsible for providing support services for the Apple; and (b) If any of the terms and conditions in these Terms are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html (the “Google EULA Terms”) as of the Effective Date, the terms and conditions of Google EULA Terms will apply to the extent of such inconsistency or conflict.

13. Content

13.1 User Content. You may wish to create feature-length User Content such as posts, video film, special polls, or other such content (such User Content being referred to herein as “Content”), which may be (i) used and/or shared by a Community Member or (ii) included as part of a Community Member’s annual Paid Membership Subscription package. These Terms, including the Community Guidelines, shall apply to you and the Content . Notwithstanding anything to the contrary contained in these Terms, the following special Content terms (“Content Terms”) shall also apply (in the event of any conflict between these Content Terms and the Terms, the Content Terms shall take precedence):

13.2 License, Right to Use. You hereby grant to the Company and its Affiliates (as defined below) a perpetual, worldwide, non-exclusive, sub-licensable, fully assignable, royalty-free license (collectively, the “License to the Company”) to: (i) use, reproduce, distribute, exploit, publicly perform and create derivative works therefrom, any and all stills, videos, audiovisual, audio-only or other content of any kind (including any element contained therein) that you or any of your respective Affiliates uploads, posts, transmits or otherwise makes available, or causes or requests any third party to upload, post, transmit or otherwise make available on the Site in connection with the Content and any other content mutually agreed between you and Company to be made subject to these Content Terms, or as otherwise contemplated by or effected pursuant to these Content Terms; (ii) use any and all trademarks, service marks, trade names, symbols, logos and other branding identifiers (the “User Marks”) belonging to you or your respective Affiliates in and/or in connection with the Content; and (iii) use and/or exploit the name(s), voice(s), image(s), likeness(es) and biographical information of any person appearing in the Content, in and in connection with the Content and the marketing, advertising and/or promotion thereof on the Site, or by the Company and its Affiliates in general, including in any and all blog posts, press releases, and other public statements, in any and all media now known or hereinafter devised. As used herein, “Affiliates” shall mean a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, you or Company, as the case may be.

13.3 Consideration. You and Company agree that the sole and exclusive compensation for the Content shall be the payments that are expressly payable to Company pursuant to the Terms, as part of your Paid Membership annual Subscription Fees. You and Company further agree that (i) payment processing, including refunds, shall be managed in accordance with the Terms; (ii) Company may elect to have the sole right to determine the flow of funds from associated payment processing accounts to the Company.

13.4 Control of Content. Without limiting the requirements of Section 13.5 (d) and (e) below and subject thereto, you and Company expressly agree that you have sole control over the Content, including sole control over journalistic matters, editorial matters and viewpoints. To the extent the Content previously aired on television (broadcast or cable), you will ensure that closed captioning is included with the Content, in accordance with applicable law.

13.5 Representations and Warranties. You represent and warrant to the Company that and agree with the Company as follows:

You have obtained all necessary rights, consents, permissions, waivers, clearances and/or licenses in connection with the performance of your obligations hereunder;
the Company’s exploitation of the License to the Company (or any element contained therein) will not infringe upon nor violate the copyright or other intellectual property or proprietary right of any third party or constitute a breach or other violation (with or without notice, the lapse of time or both) of any agreement with, any person;
You have not entered into and will not enter into any agreement that would conflict or interfere with your obligations under these Content Terms;
You will at all times comply with all applicable federal, national, state, provincial, local and other laws, rules, regulations and guidelines in connection with your performance of the obligations under these Content Terms; and
You will at all times comply with the Community Guidelines, including the Company’s policy with respect to the display or distribution of illegal content.

13.6 Indemnification. You will indemnify, defend, and hold harmless the Company and the Company’s parent, subsidiaries, Affiliates, successors, licensees and assigns, and each of their respective directors, officers, shareholders, employees, representatives, sponsors, contractors and agents (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, judgments, penalties, costs, liabilities, and expenses (including reasonable attorneys’ fees, costs and expenses) arising out of or in connection with (a) the Content or the User Marks; (b) the License to the Company; © your reckless, negligent or intentional or willful misconduct or that of any of your employees, contractors and/or agents; and (d) any breach or alleged breach of any representations, warranties, covenants or obligations of you under these Content Terms.

13.7 Company Option. Company retains the option to enter into negotiations with you for a separate Content agreement, which may include, among other things, grant to the Company of additional licensing or other rights to the Content, at Company’s sole discretion.

14. General

14.1. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

14.2. Claims. You may not bring a claim against the Company for suspending or terminating a User or Member account, and you agree you will not bring such a claim. If you try to bring such a claim, you are responsible for the damages caused, including attorneys fees and costs. These terms remain in effect even if you no longer have a User or Member account.

14.3. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ( “Notice” ) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: PO Box 5003, Avoca, PA 18641. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c ) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association ( “AAA” ), an established alternative dispute resolution provider ( “ADR Provider” ) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules ( “Arbitration Rules” ) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE User OR MEMBER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER User OR MEMBER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Miscellaneous. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement. This Arbitration Agreement will survive the termination of your relationship with Company. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Sarasota County, Florida, for such purpose, and waive any jurisdictional, venue, or inconvenient forum objections thereto.

14.4. Governing Law; Export. This Site is operated from the United States of America (“U.S.”). Company’s headquarters are located in Luzerne County, Pennsylvania. This Site is not intended for use in jurisdictions outside the U.S. Thus, your use of the Site is governed by and shall be construed in accordance with the laws of the State of Pennsylvania, U.S., without regard to its principles of conflicts of law. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF YOUR COUNTRY OF RESIDENCE (BUT EXCLUDING THE EUROPEAN UNION), YOU EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE TO REQUIRE THAT THESE TERMS AND YOUR USE OF THE SITE BE GOVERNED BY THE LAWS OF ANY COUNTRY OTHER THAN THE U.S. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

14.5. Disclosures. Company is located at the address in Section 14.9. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. Additionally, under California’s “Shine the Light” law, California residents who provide personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, once each calendar year, information about the Member information we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of Member information and the names and addresses of those businesses with which we shared Member information for the immediately preceding calendar year. To obtain this information, please send an e-mail message to [email protected] with “Request for California Privacy Information” in the subject line and in the body of your message. We will provide in response the requested information to you at your e-mail address. Please be aware that not all information sharing is covered by the “Shine the Light” requirements and only required information will be included in our response.

14.6. Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company to the contact addresses and/or phone numbers you provide to us in connection with your Account, including without limitation via automated emails, SMS text messages, cellular or telephone calls, and push notifications (if applicable); and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. You hereby acknowledge and agree that when using the Site we may use automatic SMS text messages or telephone dialing systems for communications with you concerning the Site and related promotion offers and further that standard text messaging and call charges will apply. IF YOU WOULD LIKE TO OPT OUT OF PROMOTIONAL EMAILS YOU MAY UNSUBSCRIBE VIA THE LINKS PROVIDED IN SUCH EMAILS. IF YOU WOULD LIKE TO OPT OUT OF TEXT MESSAGES OR CALLS YOU MAY TEXT “STOP” FROM THE DEVICE RECEIVING SUCH COMMUNICATIONS TO THE SOURCE NUMBER OF SUCH COMMUNICATIONS AS YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL SMS TEXT MESSAGES OR PHONE CALLS AS A CONDITION OF USING THE SITE. IF YOU WOULD LIKE TO OPT OUT OF ALL COMMUNICATIONS FROM US, PLEASE CONTACT OUR CUSTOMER SUPPORT TEAM VIA THE CONTACT INFORMATION PROVIDED AT THE BOTTOM OF THESE TERMS, HOWEVER, YOU ACKNOWLEDGE THAT THIS MAY AFFECT YOUR ABILITY TO EFFECTIVELY USE THE SITE. The foregoing does not affect your non-waivable rights.

14.7. Entire Terms. These Terms constitute the entire agreement and supersede any and all prior agreements, arrangements and understandings between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles, summaries, and all “TL;DR” sections made available in (or in connection with) these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

14.8. Copyright Trademark Information. Copyright © 2022 Philgodlewski.live and Phil Godlewski Inc. All rights reserved. All trademarks, logos and service marks (“ Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.