Effective: October 10, 2017
1. Contractual Relationship
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Sazhie may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH SAZHIE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate region-specific disclosures (e.g., a particular city webpage on Sazhie.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Sazhie may amend the Terms from time to time. Amendments will be effective upon Sazhie’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If Sazhie changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Sazhie written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Sazhie, Inc (the name and current contact information for the registered agent in each state are available online in the contact us page), or (b) by email from the email address associated with your Account to: [email protected] In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).
Sazhie’s collection and use of personal information in connection with the Services is described in Sazhie’s Privacy Statements located at www.sazhie.com/privacy
2. Arbitration Agreement
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Sazhie on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Sazhie, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Sazhie by someone else.
Agreement to Binding Arbitration Between You and Sazhie.
You and Sazhie agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Sazhie, and not in a court of law.
You acknowledge and agree that you and Sazhie are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Sazhie otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Sazhie each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Colorado.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Colorado and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
Location and Procedure.
Unless you and Sazhie otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Sazhie submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Sazhie may under applicable law recover, attorneys’ fees and expenses if Sazhie prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Sazhie changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Sazhie written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Sazhie Inc (the name and current contact information for Sazhie is available online in the contact us page), or (b) by email from the email address associated with your Account to: [email protected] In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Sazhie in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
1. Use of Web Site, Mobile Applications, and our Service.
a. The “Service” is Sazhie’s website located at www.sazhie.com and mobile applications, as each may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, and tablet computer applications, and all intellectual property contained therein. The Service provides health and wellness professionals (“Sazhie Providers”) with a network through which Sazhie Providers can provide massages (each, a “Massage”) to consumers. Any person who accesses and/or uses the Service to book a massage on his or her own behalf, or on behalf of any third party, will be referred to herein as a (“Sazhie Member”).
b. Subject to the terms and conditions of this Agreement, Sazhie hereby grants you a limited revocable, non-exclusive, non-transferable license to access and use the Service, solely in the manner intended by Sazhie. Unless otherwise specified in writing, the Service is solely for your personal use and not for resale. Sazhie reserves the right at all times and without notice to: (i) restrict and/or terminate your access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof).
2. Registration, Accounts, Passwords and Security
a. Sazhie Members. In order to become a Sazhie Member, you must complete the registration process by providing Sazhie with current, complete and accurate information, as prompted by the applicable registration form.
b. Sazhie Providers. In order to become a Sazhie Provider, you must enter into the Agreement Between Sazhie and Client for Use of Sazhie Massage service (the “Provider Agreement”) and provide any information required by Sazhie in order to verify your identity and credentials or as otherwise set forth in the Provider Agreement.
c. Accuracy of Information. You acknowledge that in the event you provide any information to Sazhie which is untrue, inaccurate, not current or incomplete, Sazhie may terminate this Agreement and your continued access and use of the Service.
d. Eligibility. You represent and warrant that you are at least eighteen (18) years of age, that you have not been previously suspended or removed from the Service, and that you possess the legal right and ability to enter into this Agreement. If you are using the Service on behalf of an individual, company, entity, or organization, you represent and warrant that you are an authorized representative of such party with the authority to (i) bind such party to this Agreement, and (ii) agree to be bound by the Agreement on behalf of such party.
THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY SAZHIE. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.
e. Credentials. As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Sazhie immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at www.sazhie.com/contact. You are responsible for all use of the Service occurring under your user name. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Sazhie will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Sazhie or another party due to someone else using your account or password.
3 Sazhie therapist representations, warranties, and the use of the Sazhie site.
Access to and use of the Sazhie site is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Sazhie site, you represent and warrant that you are eligible.
By registering or using the Sazhie site to offer massage services you hereby represent and warrant that you are properly and fully qualified, experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject to in the jurisdiction(s) in which you offer your massage services and in relation to the specific job you are performing.
Sazhie is not in the business of providing massage services. Therapist who register on Sazhie understand and agree that by creating and maintaining an account on Sazhie, they receive only the ability to use the Sazhie website to access persons interested in receiving massages and related tools, including but not limited to the ability to message bid and schedule appointments, that facilitate the provision of massage services. Therapist understand and agree that using the Sazhie site does not guarantee that any Sazhie users will engage them for massage services.
Therapist understand and agree that they are freelance, independent contractors of Sazhie, and are not Sazhie employees, joint venturers, partners, or agents. Therapist acknowledge that they set and confirm their own prices, provide their own equipment, and determine their own work schedule. Sazhie does not control, and has no right to control, the services a therapist provides (including how the therapist provides such services).
Sazhie, as permitted by applicable laws, obtains reports based on publicly available information regarding therapist, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a therapist account based on the results of such a check. As a therapist, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from Sazhie’s vendors.3. Your Responsibilities
5 Medical-Related Disclaimers
a. THE CONTENT AND INFORMATION MADE AVAILABLE THROUGH SERVICE, INCLUDING MATERIALS, (COLLECTIVELY, THE “CONTENT”) ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NONE OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICE SHOULD BE CONSTRUED AS PROFESSIONAL MEDICAL ADVICE OR CONSULTATION. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. BY USING THE SERVICE, YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND THAT YOU WILL ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING MEDICAL MATTERS. IN NO EVENT WILL A MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BY USING THE SERVICE.
b. SAZHIE DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF ANY INFORMATION PROVIDED BY SAZHIE OR OTHER VISITORS TO THE SERVICE IS SOLELY AT YOUR OWN RISK. THE SERVICE MAY CONTAIN HEALTH- OR MEDICAL-RELATED MATERIALS THAT SOME MAY CONSIDER SEXUALLY EXPLICIT. IF YOU FIND THESE MATERIALS OFFENSIVE, YOU MAY NOT WANT TO USE THE SERVICE.
c. THE SERVICE IS CONTINUALLY UPDATED AND SAZHIE MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY OR COMPLETENESS. SAZHIE MAKES NO WARRANTY THAT THE INFORMATION AVAILABLE ON THE SERVICE INCLUDES THE MOST RECENT FINDINGS.
d. YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICE OR BY ANY SAZHIE PROVIDER TO YOU IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH, AS ALLOWABLE TO THE EXTENT OF THE LAW. THE SERVICE ARE NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.
e. ALTHOUGH SAZHIE PROVIDES INFORMATION ABOUT VARIOUS SAZHIE PROVIDERS ON THE SERVICE, SAZHIE DOES NOT RECOMMEND ANY OF THE SAZHIE PROVIDERS AND DOES NOT PROVIDE THE SERVICES RENDERED BY SUCH PROVIDERS. SAZHIE REQUESTS COPIES OF PROVIDERS’ BACKGROUND INFORMATION, BUT SAZHIE DOES NOT AND CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION-GATHERING OR THAT A PARTICULAR PROVIDER IS QUALIFIED TO PERFORM ANY GIVEN SERVICE; AND IT IS SOLELY THE RESPONSIBILITY OF EACH SAZHIE MEMBER, AND NOT SAZHIE, TO DETERMINE WHETHER A GIVEN PROVIDER IS QUALIFIED AND CAPABLE OF RENDERING SERVICES. YOU SHOULD EXERCISE COMMON SENSE AND CAUTION TO PROTECT YOUR AND OTHERS’ PERSONAL PROPERTY AND PERSONAL SAFETY. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH ANY THIRD PARTY YOU INTERACT WITH IN OR THROUGH THE SERVICE.
6. Booking Massages.
As a condition of being permitted to make appointments with Sazhie Providers through the Service, Sazhie Members agree with the following terms for all appointments booked on the Service.
a. Massages Booked Through the Service. Sazhie Members understand that Sazhie Providers are massage therapist. Sazhie Members agree that massage is for relaxation and should not be used if the person who will receive the massage is on any medication that would be expected to weaken bone structure and/or connective tissue or lead to enhanced bleeding; have edema due to chronic heart failure or kidney failure; have an inflammatory condition in the acute stage; have acute phlebitis and/or deep venous thrombosis; have had an acute trauma or recent surgery; are in the first trimester of pregnancy; or where massage therapy is otherwise contraindicated. A Sazhie Member who uses the Service to book a massage on his or her own behalf should consult a physician if uncertain as to whether a massage is appropriate for such Sazhie Member, and A Sazhie Member who uses the Service to book a massage on behalf of a third party should encourage that third party to do the same.
b. Prices. Each provider can set their own price in a bid style auction for your business. They can change the price from member to member and may vary depending on a variety of factors such as length, day, time, or location of appointment. The fee you are ultimately charged is the “Fee.”
c. No Liability. Sazhie will not have any liability whatsoever for any of the services provided by Sazhie Providers. Sazhie Providers bear sole liability for all of the services provided, including those services that are booked through the Service.
d. Responsibility for Payment. You will be charged the Fee in advance your of a Massage. You agree to pay to Sazhie all Fees, whether or not you dispute the amount of the charge or the quality or nature of the services provided. You acknowledge that Massages obtained through the Service in all likelihood will not be covered services under your benefit plan, the Medicare program, a state Medicaid program, or any health insurance plan whether government-sponsored or private. You acknowledge and agree that Sazhie will not file any claims with your insurance benefit plan, the Medicare program, a state Medicaid program, or any other third party medical benefits program, and that the services you receive from or through Sazhie may not be eligible for reimbursement under such plans. You acknowledge, understand and agree that when using the Service, you may be responsible for standard phone, data and messaging charges from your wireless carrier. Under no circumstances will Sazhie be responsible for any wireless email, data, phone, or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number, or email address.
e. Dispute Resolution. Although Sazhie retains the right to mediate any dispute between you and a Sazhie Provider, all disputes between you and such Sazhie Provider must ultimately between you and the Sazhie Provider directly. All sales booked through the Service are final and Sazhie provides no refunds unless the therapist does not show.
7. Disclaimer of Warranty.
a. THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. SAZHIE DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NONE OF SAZHIE, ITS AFFILIATES OR SERVICE PROVIDERS, SAZHIE’S CONTENT PROVIDERS AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES NOR THE EMPLOYEES, AGENTS AND/OR CONTRACTORS (COLLECTIVELY, THE “SAZHIE PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. SAZHIE CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
b. You acknowledge that any information you obtain from sazhie Providers comes from those individuals, and not from sazhie, and that sazhie is not in any way responsible for any of the information these third parties may supply or for any statements, claims, or representations they may make. sazhie disclaims any such statements, claims, or representations and the same do not expand or otherwise modify the terms of this Agreement. If you are dissatisfied with the Service, your sole and exclusive remedy is to discontinue accessing and using the Service.
8. Limitation of Liability.
a. EACH USER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SERVICE, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE. THE AGGREGATE LIABILITY OF THE SAZHIE PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE AMOUNT PAID BY YOU TO SAZHIE FOR THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE SAZHIE PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SAZHIE OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. NONE OF THE SAZHIE PARTIES WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF THE SAZHIE PROVIDERS ACCESSED THROUGH THE SERVICE.
c. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE MASSAGE SERVICES MADE AVAILABLE TO YOU BY SAZHIE AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
9. Third Party Disputes.
SAZHIE IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE OR YOUR EMPLOYER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE SAZHIE (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
or any other service obtained through the use of the Service, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with the Service. c. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
10. Additional Service Features.
The Service may contain information on products, and services provided by third parties, including its Providers, and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to users. Sazhie does not review or control this information or these products, services, or other web sites, and Sazhie does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Sazhie with respect to any third party or its web site or content, or any information, products, or services provided by that third party. Sazhie is under no obligation to maintain any link on the Service and may remove a link at any time in its sole discretion for any reason whatsoever.
11. Dispute Resolution.
a. Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND SAZHIE AND EACH OF OUR RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE.
Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Please visit www.adr.org for more information about arbitration.
i. Commencing Arbitration. A party seeking arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Sazhie, to you via any other method available to Sazhie, including via e-mail. The Notice to Sazhie should be emailed to [email protected], Attn: Chief Executive Officer.
The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If the claim is not resolved within 30 days after the Notice is received, then you or Sazhie may commence an arbitration proceeding as set forth below or file a claim in small claims court.
THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT.
The Rules and AAA forms are available at www.adr.org. If you are required to pay a filing fee to commence arbitration against Sazhie, then Sazhie will promptly reimburse you for your confirmed payment of the filing fee upon Sazhie’s receipt of Notice at the Address that you have commenced arbitration along with a receipt for the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith.
ii. Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in New York County, New York, will be appointed pursuant to the Rules, as modified herein. You and Sazhie agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iii. No Class Actions. YOU AND SAZHIE AGREE THAT YOU AND SAZHIE 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, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THIS ENTIRE MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
iv. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this deadline by 30 days in the interests of justice. Arbitration proceedings will be closed to the public and confidential, and all related records will be permanently sealed, except as necessary to obtain court confirmation of the award. The award will be in writing and will include a statement setting forth the reasons for the claim’s disposition. The arbitrator will apply New York state law during the arbitration. You agree that these terms and your use of the App evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement. b. Equitable Relief. The foregoing provisions of this do not apply to any claim in which Sazhie seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Sazhie or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Sazhie, and your only remedy will be for monetary damages, subject to the limitations of liability set forth above.
12. Consent to Electronic Communications
13. Governing Law;
Choice of Forum. The laws of the State of Colorado, excluding its conflicts of law rules, govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of this Agreement. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Douglas County, Colorado and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
While our staff continually works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our Users. If you send us or our employees any ideas or suggestions for products, services, features, modifications, enhancements, content, promotions, strategies, or product/feature names, or any related materials (collectively “Feedback”), then regardless of what your communication may say, the following terms apply, to avoid future misunderstandings. By sending us Feedback, you agree that:
Sazhie will own, exclusively, all known or later discovered rights to the Feedback; b. Sazhie will not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and c. Sazhie will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
15. Entire Agreement; Variation.
This Agreement and any license contained in Sazhie’s products set forth the entire agreement between Sazhie and you with respect to the Service; provided, however, that: (1) Sazhie Providers will also be required to enter into the Sazhie Provider Agreement; (2) Sazhie may enter into additional agreements with you. In the event of a conflict between this Agreement and the Provider Agreement, the terms of the Provider Agreement will govern.
If any provision of this Agreement is held invalid, illegal or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement will not be affected thereby.
17. Relationship of Parties.
Nothing herein will be deemed to create an employer-employee relationship between Sazhie and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
19. Account Closure for Violations.
If you are caught having a client book directly with you outside of Sazhie, or passing your phone number, email or address to a client before they hire you, and or re-booking a Sazhie client outside of Sazhie you will forfeit 100% of any undeposited funds in your Sazhie account and your account will be terminated.
Neither this Agreement nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Sazhie and any attempt to do so will be null and void. However, Sazhie may assign or transfer this Agreement at any time without your permission.
21. Third-Party Beneficiaries.
The provisions of this Agreement relating to the rights of Sazhie’s Content Providers are intended for the benefit of such Content Providers, and such Content Providers, as third-party beneficiaries, will be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to this Agreement.
22. NOTICE REGARDING APPLE.
You acknowledge that this Agreement is between you and Sazhie only, not with Apple, and Apple is not responsible for the Service or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby 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. If Sazhie provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.