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Terms of Service

Updated: November 2021

Welcome to the Foiye Inc. (“Foiye”, “we”, or “us”) website located at Foiye.com (“Site”) and our mobile application (“App”). Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your (“you”) use of our Site, App, and our content accessible via our Site and App. In addition, please read the Foiye Community Guidelines (the “Foiye Community Guidelines”), which are incorporated by reference and included in the Terms. To make these Terms easier to read, the Site and our services and App are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND FOIYE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

  1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

  2. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and share your information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy

  3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. We may add, remove, suspend or alter access to any content available through or on the Services from our Services at any time and make no guarantee as to the availability or minimum amount of specific content.

  4. Who May Use the Services?

    (a) Eligibility. To use the Services, you must be at least 13 years of age and not otherwise barred from using the Services under applicable law.

    (b) Registration and Your Information. If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the Services or through your account with certain third-party services such as Facebook, Apple, Google or Twitter (each, an “SNS Account”). If you choose the SNS Account option, we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.

    (c) Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up to date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, including, without limitation, the posting of User Content (as defined below), and any communications or other contact you have with other users of the Services, whether you are personally aware of them or not. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Services at any one time.

  5. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at hello@foiye.com. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

  6. Content Ownership, Responsibility and Removal.

    (a) Definitions. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. User Content also includes, without limitation, any communications or content that you share with another user of the Services such as comments on other users’ User Content or information you provide or make available on interactive features of the Services. Content includes, without limitation, User Content.

    (b) Rights in Content Granted by Foiye. Subject to your compliance with these Terms, Foiye grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes. Other than User Content, we retain and reserve all rights to the Content, including, without limitation, all rights in and to the Site, App, Services, and all features, trademarks, trade names, service marks, trade dress, and the look and feel of the Site, App, and Services. Other than the right to use the Site, App, and Services as explicitly described in these Terms for your personal, limited use, no other rights are granted to you under these Terms. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

    (c) Rights in User Content Granted by You to Us. By making any User Content available through the Services, you hereby grant to Foiye and its parents, subsidiaries, affiliates, licensee, successors, and assigns (the “Foiye Parties”) an irrevocable, non-exclusive, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense (through multiple tiers of sub-licensing), and to use, copy, modify, adapt, crop, edit, create derivative works of, and to otherwise distribute, publicly display, and publicly perform and otherwise exploit in any media now known or hereafter devised, your User Content in whole or in part in connection with (i) providing the Services and Content to you and to others; and (ii) promoting and marketing Foiye and our Services including without limitation, through Foiye’s owned, operated, and/or branded social media channels. Consistent with the license granted hereunder, you acknowledge that the Foiye Parties have the right to monetize your User Content on the Service, which may include displaying ads on or within the User Content or charging users a fee for access. Foiye does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content on other platforms.

    (d) Name, Likeness, Other Personal Rights. By submitting User Content, in which you may appear including, without limitation, any User Content in which you may appear or your voice may be heard, you hereby grant to (i) Foiye and the Foiye Parties and (ii) other Account holders, an irrevocable, unrestricted, unlimited, perpetual, royalty-free worldwide to use, reproduce, publish, distribute, transmit, and display your name, voice, image, likeness, related statements, comments and remarks and all other persona or other attributable rights and any information or materials supplied by you including any third party materials as they appear in such User Content consistent with the rights granted in this Section 6 by you.

    (e) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that the User Content is original, that you own all your User Content or you have all rights that are necessary to grant us and the Foiye Parties the license to and rights in your User Content under these Terms. This includes the rights to the name, likeness or other publicity rights of any other party appearing in your User Content. You also represent, warrant and covenant that your User Content, your use and provision of your User Content through the Services, and any exercise of any rights granted by you in such User Content will not (i) conflict with any rights or commitments granted by you to any other party; (ii) infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You represent, warrant and covenant that all of your User Content and your activities in connection with the Services will, at all times, comply with (A) the Terms; (B) the Foiye Community Guidelines; (C) all applicable laws, rules, and regulations; and (D) any other guidelines or requirements that we may make available to you from time to time.

    (f) Removal of User Content. We have the right, in our sole discretion, to remove any User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. Except as expressly stated herein, you acknowledge and agree that we have no obligation to provide, monitor, edit, upload, or remove any of your User Content, although we have the right to do so.

  7. Respecting Others’ User Content. Respecting Others’ User Content. Subject to our rights under Section 6, you acknowledge that all User Content are the property of the respective user that makes the User Content available through the Services. You acknowledge and agree that Foiye is not responsible or liable for your User Content or any messages or posts made through the Services by any user of the Services, whether or not directed to another user of the Services (“Communications”), including you

  8. Banners. In some instances, certain User Content may be displayed through the Services with a banner overlaying the User Content (each, a “Banner”). Some Banners you may see on the Services may recommend or highlight certain content or features. These Banners are provided as a convenience to indicate posts that may be of interest to particular users of the Services or to the general body of users of the Services. You acknowledge and agree that, unless stated otherwise, the inclusion of a Banner, whether as a result of automated or human selection, in no way represents or indicates Foiye’s endorsement, support, or agreement with such User Content or the associated user. Unless explicitly stated otherwise on the Services, we do not endorse or guarantee the truthfulness, accuracy, or completeness of any User Content, including User Content that features a Banner.

  9. Required Disclosures. You agree that your User Content will comply with: (i) the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (found at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf) ; (ii) the FTC’s Disclosures Guide (found at: https://www.ftc.gov/system/files/documents/plain-language/bus41-dot-com-disclosures-information-about-online-advertising.pdf); and (iii) the FTC’s Native Advertising Guidelines (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses); and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law. For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Services, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Services, you agree to comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not Foiye, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Services. Foiye may immediately suspend or terminate your use of the Services or your associated Foiye account for any breach of this Section.

  10. Rights and Terms for Apps.

    (a) Rights in App Granted by Foiye. Subject to your compliance with these Terms, Foiye grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Foiye reserves all rights in and to the App not expressly granted to you under these Terms.

    (b) Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

    • These Terms are concluded between you and Foiye, and not with the App Provider, and Foiye (not the App Provider), is solely responsible for the App.

    • The App Provider has no obligation to furnish any maintenance and support services with respect to the App.

    • In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Foiye.

    • The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

    • In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Foiye will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

    • The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

    • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

    • You must also comply with all applicable third-party terms of service when using the App.


  11. General Prohibitions and Foiye’s Enforcement Rights.You agree not to do any of the following:

    (a) Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

    (b) Use, display, mirror or frame the Services or any individual element within the Services, Foiye’s name, any Foiye trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Foiye’s express written consent;

    (c) Access, tamper with, or use non-public areas of the Services;

    (d) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Foiye or other generally available third-party web browsers;

    (e) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

    (f) Use any meta tags or other hidden text or metadata utilizing a Foiye trademark, logo URL or product name without Foiye’s express written consent;

    (g) Circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content;

    (h) Cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to increase a video’s views, likes, or dislikes, or to increase a channel’s subscribers, or otherwise manipulate metrics in any manner;

    (i) Misuse or abuse any reporting, flagging, complaint, dispute, or appeals process, including by making frivolous submissions;

    (j) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or otherwise authorized by Foiye;

    (k) Include or embed in User Content a third party’s video ads or other commercial breaks (i.e., video that runs before, during or after your content). However, your User Content may include the following commercial components:

    • paid product placements - a third party compensates you for integrating its brand, message, or product directly into your User Content (for example, a manufacturer’s product that you use in a DIY video);

    • endorsements – a third party compensates you for content in which you express a view about the third party’s brand, message, or product (for example, a product review or suggestion to use the third party’s product for a specific purpose); and

    • sponsorships –a third party provides financing for a piece of your content that promotes the third party’s brand, message or product by way of a short, static (i.e., non-motion) picture message or voice over about such third party’s role).

    Note: inclusion of these commercial components in User Content may require that you also include certain consumer disclosure statements in the relevant User Content. See Section 9 for more information.

    (l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

    (m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

    (n) Impersonate or misrepresent your affiliation with any person or entity, claim a false affiliation, or misrepresent the source or identity of content used through the Services;

    (o) Provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the Services or any other third party;

    (p) Violate any applicable law or regulation;

    (q) Commercialize any User Content not in accordance with these terms;

    (r) Directly or indirectly encourage or induce others to do any of the above.

    Foiye is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  12. DMCA/Copyright Policy. Foiye respects copyright law and expects its users to do the same. It is Foiye’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Foiye’s Copyright Policy for further information.

  13. Links to Third Party Websites or Resources. The Services (including the Site and App) may allow you to access third-party websites or other resources. To the extent provided by us, we provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. Users of the Services may provide access through User Content to third-party websites or other resources. To the extent provided by you, you hereby acknowledge and agree that, as between you and Foiye, you bear full responsibility and liability in connection with such access by users of the Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources. You further acknowledge that we have no responsibility to remove, add, modify, or monitor User Content, including any access to third-party websites or other resources contained in User Content.

  14. Termination. We may terminate or suspend, in whole or in part, your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may deactivate your account at any time by going into your account settings on the App and you may request permanent deletion of your account, which we will consider on a case-by-case basis. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6(a), 6(c), 6(d), 6(f) 7, 8, 9, 14, 15, 16, 17, 18, 19 and 20.

  15. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services. WE ARE NOT RESPONSIBLE OR LIABLE FOR USER CONTENT, OR ANY COMMUNICATIONS, AND WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND IN REGARD TO USER CONTENT.
    FOIYE ASSUMES NO RESPONSIBILITY FOR ANY USER’S OR THIRD PARTY’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY. WE DO NOT, AND CANNOT CONTROL YOUR INTERACTION WITH ANY USER OR OTHER THIRD PARTY; WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM SUCH INTERACTION.

  16. Indemnity.You will indemnify and hold harmless the Foiye Parties and their officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) violation of these Terms.

  17. Limitation of Liability.

    (a) For the purposes of this Section 17, “Foiye”, “we”, or “us” shall include Foiye, its parents, subsidiaries, affiliates, investors, agents, and successors and assigns.

    (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER FOIYE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FOIYE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT FOIYE SHALL NOT BE RESPONSIBLE OR LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY THIRD PARTY’S CONTENT, WHETHER OR NOT SUCH CONTENT IS ACCESSED THROUGH THE SERVICES (INCLUDING ANY USER CONTENT), AND THAT ANY RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

    (c) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL FOIYE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED TWENTY DOLLARS ($20) OR, IF GREATER, THE AMOUNT OF ANY FEES YOU HAVE PAID DIRECTLY TO FOIYE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

    (d) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FOIYE AND YOU.

  18. Governing Law and Forum Choice.These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Foiye are not required to arbitrate will be the state and federal courts located in the Southern District of New York, and you and Foiye each waive any objection to jurisdiction and venue in such courts.

  19. Dispute Resolution.

    (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Foiye agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Foiye are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

    (b) Exceptions and Opt-out. As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

    (c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

    Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

    (d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

    (e) Injunctive and Declaratory Relief. Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, an injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

    (f) Class Action Waiver. YOU AND FOIYE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

    (g) Severability. Except for any of the provisions in Section 19(f) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

  20. General Terms.
    (a) Reservation of Rights. Foiye and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

    (b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Foiye and you regarding the Services and Content, and these Terms supersede and replace all prior oral or written understandings or agreements between Foiye and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Foiye’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Foiye may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    (c) Notices. Any notices or other communications provided by Foiye under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

    (d) Waiver of Rights. Foiye’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Foiye. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

  21. Contact Information. If you have any questions about these Terms or the Services, please contact Foiye at:

    Email: Hello@foiye.com

    Address:
    Foiye Inc.
    PO Box 291H
    1112 Wilmot Road
    Scarsdale, New York 10583-6860