Terms of Use

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Welcome to Colleva. Please read on to learn the rules and restrictions that govern your use of Colleva’s website(s) and our other products, services and applications (collectively, the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

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Email: support@colleva.com

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These Terms of Use (the “Terms”) are a binding contract between you (“you” or “user” as applicable) and COLLEVA, INC. (“Colleva,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms (as updated or otherwise modified by us as permitted herein) will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy. Notwithstanding the foregoing, if you (or your employer or other associated business entity) have a fully executed agreement that governs your use of the Services, such agreement shall supersede these Terms and apply to your use of the Services in all respects.

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If you are entering into these Terms on behalf of a company or other entity, you represent that you have the authority to bind such company or entity to these Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THESE TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

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ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
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What does Colleva do?

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Colleva is building products that leverage artificial intelligence (“AI”) to help users improve their “soft skills” and also educate and provide feedback to users on certain key attributes that may be helpful for their professional and/or personal success. Through our AI powered Services, users will input a thought, recording, presentation, pitch, demonstration, or other content ( “User Input”) into the Services, and the Services will generate a curated reply (a “System Output”). This System Output is targeted to the specific User Input and may also be influenced by other User Inputs and System Outputs that have been provided by, or to, you.

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What are the basics of using Colleva?

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You may be required to sign up for an account, select a password and user name (“Colleva User ID”), and provide us with certain information or data, such as your contact information and payment information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Colleva User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your Colleva User ID, account or password with anyone, and you must protect the security of your Colleva User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Colleva User ID and account.

You represent and warrant that you are an individual of legal age to form a binding contract.

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What about my privacy?

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Colleva takes the privacy of its users very seriously. For the current Colleva Privacy Policy, please click here.

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Children’s Online Privacy Protection Act

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The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at support@colleva.com.

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Are there restrictions in how I can use the Services?

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You represent, warrant, and agree that you will not interact with the Services in a manner that:

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infringes or violates the intellectual property rights or any other rights of anyone else (including Colleva);
attempts or aims to infringe or violate the intellectual property rights or any other rights of anyone else (including Colleva) or attempts to induce others to do so;
violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Colleva;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
jeopardizes the security of your Colleva User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content;
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service;
benchmarks the Services or uses the Services for the purpose of developing any competing product or service, including to develop a competitive AI model; or
incorporates the features of the Services into a product or service that you commercialize with third-parties or otherwise enables third parties to access to the Services or the features of the Services.

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Without limiting the foregoing, you cannot use the Services to generate any System Outputs that:

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are or induce illegal activity;
exploit or harm children (and Colleva reserves the right to report any content to the National Center for Missing and Exploited Children);
express, incite, or promote hate based on identity or attempt or intend to harass, threaten or bully another;
promote or glorify violence or the celebration of violence;
create a high risk of physical harm, including weapons development, warfare, and suicide;
attempt to generate code that is designed to disrupt, damage or gain unauthorized access to a computer or computer system;
create a high risk of economic harm, including multi-level marketing, gambling, and determinates for credit, education, public assistance, etc.;
are fraudulent or deceptive, particularly relating to scams, plagiarism, and spam;
relate to adult content and related industries;
promote or contribute to political campaigning or lobbying;
violate another’s privacy;
engage in the unauthorized practice of law or offers legal advice or advocacy;
offer tailored financial advice for another;
tell another about a diagnosis or other medical information; or
relate to high-risk government decision making.

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A violation of any of the foregoing is grounds for immediate termination of your right to use or access the Services. You acknowledge and agree that Colleva will not, and has no obligation to, screen System Outputs to identify restricted content or forbidden uses of the Services. Colleva will have no liability for harmful System Outputs that are generated through the Services.

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What are my rights in the Services?

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You understand that Colleva owns the Services, including any updates or trained models that result from your use of the Services, and retains all right, title and interest in and to the Services. You will not use the Services except as permitted herein.

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In addition, the materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Colleva’s) rights.

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What are the Legal Terms Governing User Inputs and System Outputs?

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User Inputs

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You are solely responsible for all User Inputs you provide or input to the Services. You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Inputs that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; or (vii) that violate any law. In addition, with respect to your User Inputs, you represent and warrant as follows:

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You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Input relating to third parties;
Your User Input does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing User Inputs to or through our Service, you are not violating the confidentiality rights of any third party, including any confidentiality obligations or fiduciary duties that you owe to your employer; and
We may exercise the rights to your User Inputs that are granted to us under these Terms without liability for payment of any residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise

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You acknowledge and agree that Colleva will not, and has no obligation to, screen User Inputs to identify harmful or restricted content or forbidden uses of the Services.

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License to User Inputs and System Outputs

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By submitting User Inputs through the Services, you hereby do and shall grant Colleva a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Inputs and any resulting System Outputs in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. For clarity, the foregoing license shall include the right for us to use your User Inputs and resulting System Outputs for purposes of “training,” improving or further developing our Services. We may also use your User Inputs and resulting System Outputs for purposes of identifying products or services that may be of interest to you and otherwise in a manner that serves your interest or our legitimate business interests. THE FOREGOING LICENSE GRANTS TO US AND OUR USERS DO NOT AFFECT YOUR OTHER OWNERSHIP OR RIGHTS IN YOUR USER INPUTS OR SYSTEM OUTPUTS, INCLUDING THE RIGHT TO GRANT ADDITIONAL LICENSES TO YOUR USER INPUTS AND SYSTEM OUTPUTS. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Please note that the foregoing licenses are subject to our Privacy Policy to the extent they relate to User Inputs and/or System Outputs that are also your personally-identifiable information.

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Ownership of System Outputs

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You shall own all right, title and interest in and to the System Outputs, subject to the licenses granted herein. Colleva hereby assigns to you all its right, title and interest in and to the System Outputs. We cannot control and have no duty to take any action regarding how you may interpret, rely on or use any System Outputs or what actions you may take as a result of having been exposed to System Outputs, and you hereby release us from all liability for you having acquired or not acquired System Outputs through the Services

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Third Party Services

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The Services may contain links or connections to third-party websites or services that are not owned or controlled by Colleva. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Colleva is not responsible for such risks.

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Will Colleva ever change the Services?

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We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical.

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Do the Services cost anything?

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You may access certain features of the Services for free, and other features may require a subscription fee or other payment. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

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Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
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Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
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Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD.
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Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your account settings, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to your account settings or, for mobile applications, cancel your subscription in the subscription management section of the applicable App Store. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR COLLEVA ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, COLLEVA WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

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Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@colleva.com.

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Can I refer other users?

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From time to time, Colleva may offer rewards or incentives for referring others to the Services. The referring user (“Referrer”) may refer individuals who are not current users of the Services (“Referee”). A current user is a person or entity that already has an existing account with Colleva. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Colleva reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Colleva's discretion for any reason or for no reason whatsoever. If Colleva determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Colleva reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Colleva to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.

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What if I want to stop using the Services?

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You’re free to do that at any time by contacting us atsupport@colleva.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

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Colleva is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Colleva has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

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Account termination may result in destruction of any User Inputs or System Outputs associated with your account, so keep that in mind before you decide to terminate your account.

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Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

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What if I use the Services as a Mobile App?

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You acknowledge and agree that the availability of Colleva’s mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

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I use a Colleva App available via the Apple App Store – should I know anything about that?

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These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

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Both you and Colleva acknowledge that these Terms are concluded between you and the Colleva only, and not with Apple, and that Apple is not responsible for the Application or any Material;
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The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms;
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You will only use the Application in connection with an Apple device that you own or control;
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You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
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In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
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You acknowledge and agree that Colleva, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
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You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Colleva, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
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You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
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Both you and Colleva acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
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Both you and Colleva acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

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What else do I need to know?
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Warranty Disclaimer. Colleva and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Colleva and all such parties together, the “Colleva Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Colleva Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Colleva Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY COLLEVA (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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Modification of Terms. We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://colleva.com/, send you an email, and/or notify you by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

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Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE COLLEVA PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO COLLEVA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

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Feedback. While using the Services, you may send or transmit communications to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”). In such case, you will, and hereby do, grant us a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

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Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold the Colleva Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.

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Use of Brands. You may not use Colleva’s (or any of its affiliates’) names, logos or trademarks without our prior written consent.

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Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Colleva’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

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Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Connecticut, without regard to the conflicts of laws provisions thereof.

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Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Colleva and limits the manner in which you can seek relief from Colleva. Both you and Colleva acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Colleva’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

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(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Greenwich, Connecticut. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

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(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Colleva will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Colleva will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

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(c) Small Claims Court; Infringement. Either you or Colleva may assert claims, if they qualify, in small claims court in Greenwich, Connecticut or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

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(d) Waiver of Jury Trial. YOU AND COLLEVA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Colleva are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Colleva over whether to vacate or enforce an arbitration award, YOU AND COLLEVA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

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(e) 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. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Colleva is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

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(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 777 West Putnam Avenue, Suite 300, Greenwich, CT 06830, postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

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(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Colleva to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Colleva agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Fairfield County, Connecticut, or the federal district in which that county falls.

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(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Colleva.

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Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Colleva may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Colleva agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Colleva, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Colleva, and you do not have any authority of any kind to bind Colleva in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Colleva agree there are no third-party beneficiaries intended under these Terms.

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