1. Acceptance. These Terms of Service (the “Terms”) are a binding legal agreement between you and Pairi, Inc., a company incorporated under the laws of Delaware with a registered office at Northwest Registered Agent, LLC 1150 First Ave. STE 51, King of Prussia, PA 19406 (“Pairi,” “we,” “us” and “our”). The Terms govern your use of our software applications, resources and services for customers and beauty service providers to find each other, communicate with each other, and arrange for the provision of beauty and cosmological services (collectively, our “Pairi Service”). The Terms govern all use of the Pairi Service, whether you access it from our website at https://www.pairi.app (the “Site”), our mobile applications and mobile websites, our online or phone support offerings, or any other access point we make available to you. Our Terms, Booking Policy and other Policies applicable to your use of the Pairi Service are incorporated by reference into these Terms of Service.
BY AGREEING TO THESE TERMS DURING THE ACCOUNT SIGN-UP PROCESS OR ACCESSING OR USING THE PAIRI SERVICE WITHOUT AN ACCOUNT, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THEM, IN WHICH CASE YOU DO NOT HAVE THE RIGHT TO USE THE PAIRI SERVICE.
2. Modifications. You understand and agree that we may change the Terms from time to time, and that any such changes will be effective (except as otherwise described in Section 18 below) when we post the modified Terms on the Pairi Service, unless otherwise required by applicable law. Your continued access and use of the Pairi Service after we post the modified Terms will constitute your consent to be bound by the modified Terms.
3. Jurisdiction. We control and operate the Site from our facilities in the United States of America and, unless otherwise specified, the materials displayed on the Site are presented solely for the purpose of promoting products and services available in the United States and its territories. We do not represent that materials on the Site are appropriate or available for use in other locations. If you choose to access the Site from other locations, you are responsible for compliance with local laws, if and to the extent local laws are applicable. Any dispute between you and Pairi will be governed by the laws of the State of Delaware, without regard to principles of conflicts of law, except that the Federal Arbitration Act will govern the interpretation and enforcement of Section 18 (the Arbitration Agreement). Unless you and we agree otherwise, or except where prohibited by applicable law, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that arises between you and Pairi must be resolved exclusively by a state or federal court located in the State of Delaware. You and Pairi agree to submit to the personal jurisdiction of the courts located within Dover, Delaware for the purpose of litigating all such claims or disputes.
4. Bookings. Customers and Service Providers transact with each other on the Pairi Service when they both agree to a “booking” that specifies the fees, time period, cancellation policy, and other terms for provision of Beauty and Cosmological Services via the booking mechanism provided on the Pairi Service (a “Booking”). A Booking may be initiated by either a Service Provider or a Customer by selecting the type(s) of Beauty and Cosmological Services to be provided and then following the prompts that appear on-screen. If you are a Customer and you initiate a Booking, you agree to pay for the Beauty and Cosmological Services described in the Booking when you click “Request & Pay.” If you are a Customer and a Service Provider initiates a Booking, you agree to pay for the Beauty and Cosmological Services described in the Booking when you click “Pay Now.” All requests are subject to acceptance by the receiving party. The receiving party is not obligated to accept your (or any) request and may, at their discretion, decline for any reason. You acknowledge that, once you complete a Booking, you agree to honor the price and other terms of that Booking, as acknowledged in the Booking confirmation.
5. Accounts and Users. You should exercise caution and use your independent judgment before engaging a Service Provider, providing Beauty and Cosmological Services, or otherwise interacting with users via the Pairi Service. Customers and Service Providers are solely responsible for making decisions that are in their best interests.
Customers. By using the Site as a Customer, you affirm that you are at least 18 years of age and are able to enter into a legally binding contract. You acknowledge that we cannot and will not guarantee each Service Provider’s identity, capabilities, that they have obtained all required permits, licenses or consents, or that it complies with all applicable laws. We do not endorse any particular Service Provider nor do we guarantee the quality of their goods or services. Your Customer account is not transferable.
Service Providers. By using the Site as a Customer, you affirm that you are at least 18 years of age and are able to enter into a legally binding contract. In the case that you are agreeing to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “you” and “your” refer to that company or other entity. You acknowledge that we will not endorse you or your products or services. We are not responsible for assisting you in reaching an agreement with Members. We are not responsible for assisting you in providing goods and services to Members. Your Service Provider account is not transferable.
Passwords and Security. Certain features of the Site may only be available those possessing a User account. If you elect to use the Pairi Service, you agree to provide accurate information about yourself and keep this information up-to-date.To access those areas of the Site you will be required to log in using your username and password. You are responsible for all activity occurring when the Site is accessed through your account, whether authorized by you or not. Pairi is not liable for any loss or damage arising from your failure to protect your password or account information. You agree not to impersonate anyone else and not to maintain more than one account (or, if Pairi suspends or terminates your account, not to create additional accounts). You agree to notify us promptly of any unauthorized use of your account.
Conduct. When you use the Pairi Service, you agree:
To use the Pairi Service only in a lawful manner and only for its intended purposes.
Not to submit viruses or other malicious code to or through the Pairi Service.
Not to use the Pairi Service, or engage with other users of the Pairi Service, for purposes that violate the law.
Not to use the Pairi Service to arrange for the provision and purchase of services with another user, then complete transactions for those services outside of the Pairi Service.
Not to use the Pairi Service for purposes of competing with Pairi or to promote other products or services.
Not to post reviews about Service Providers that aren’t based on your personal experience, that are intentionally inaccurate or misleading, or that violate these Terms.
Not to post content or materials that are pornographic, threatening, harassing, abusive, or defamatory, or that contain nudity or graphic violence, incite violence, violate intellectual property rights, or violate the law or the legal rights (for example, privacy rights) of others.
Not to post “spam” or other unauthorized commercial communications.
To use the Pairi Service only for your own purposes, and not to impersonate any other person.
Not to transfer or authorize the use of your account for the Pairi Service by any other person, or to engage in fraudulent transactions.
Not to provide false information in your profile on, or registration for, the Pairi Service, or to create multiple or duplicate accounts.
Not to interfere with our provision of, or any other user’s use of, the Pairi Service.
Not to solicit another user’s username and password for the Pairi Service or any other sensitive personal information, including bank details.
Suspension and Termination. You understand and agree that we have no obligation to provide the Pairi Service in any specific location or territory, nor to continue providing it once we have begun. We reserve the right to suspend or terminate your access to the Pairi Service: (1) if in our discretion your conduct on the Site or Pairi Service is inappropriate, unsafe, dishonest, or in breach of these terms; or (2) if necessary in our discretion to protect Pairi, its users, or the public. You may suspend or terminate your use of the Pairi Service at any time and for any reason. If you wish to deactivate your account, please contact Pairi.
Registration. In order to use some aspects of the Pairi Service, you will be required to create a username, password, and user profile. If you elect to use the Pairi Service, you agree to provide accurate information about yourself and keep this information up-to-date. You agree not to impersonate anyone else and not to maintain more than one account (or, if Pairi suspends or terminates your account, not to create additional accounts).
Your Content. We may require or allow you (or someone else on your behalf) to submit or upload text, photographs, images, videos, reviews, information and materials to your profile on the Pairi Service or otherwise in connection with using the Pairi Service and/or participating in promotional campaigns we conduct on the Site (collectively, “Your Content”)
Licensing. Except for the limitations on our use and disclosure of personal information described in our Privacy Statement, to the maximum extent and duration permitted under any applicable law, you grant Pairi an irrevocable, perpetual, non-exclusive, fully paid worldwide license to use, copy, perform, publicly display, reproduce, adapt, modify, transmit, broadcast, prepare derivative works of, and/or distribute Your Content in connection with providing and/or promoting the Pairi Service, and to sublicense these rights to third parties.
Release. If your name, voice, image, persona, likeness, or performance is included in any of Your Content, you hereby waive, and release Pairi and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Your Content in accordance with the license in Section 5gii and the other provisions of these Terms.
Representations and Warranties.You represent and warrant that (1) you are the owner or licensor of Your Content, and that you have all rights, consents and permissions necessary to grant the license in Section 5gii and make the release in Section 5giii with respect to Your Content, (2) that you have any necessary consents and releases from individuals who appear in Your Content; and (3) Your Content does not violate the law or these Terms.
Right to Remove or Screen. Though we are not obligated to do so, we reserve the right to monitor, screen, edit and/or remove Your Content on the Pairi Service. Our enforcement of these Terms with respect to Your Content is at our discretion, and failure to enforce the Terms in one instance does not create a waiver of our right to enforce them in another instance. We have no obligation to retain or provide you with copies of Your Content, nor will we have any liability to you for any deletion, disclosure, loss or modification to Your Content. It is your sole responsibility to maintain backup copies of Your Content.
Reviews.The Pairi Service may provide the ability to leave public and/or private reviews of users. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and our Privacy Statement and that Pairi has no obligation to preserve or indefinitely store any reviews. If you are a Service Provider, we have no obligation to provide you with the content of any reviews about you submitted by other users of the Pairi Service, whether before or after termination of your account for the Pairi Service. We will have no liability to you for any deletion, disclosure, loss or modification of these reviews. We reserve the right to screen, edit or remove these reviews from the Pairi Service at any time.
Security. Pairi uses several different security techniques to protect data from unauthorized access. Pairi cannot guarantee the security of our systems and do not guarantee uninterrupted or secure access to our system. The operation of our Site can be interrupted by numerous factors outside of our control.
Background Checks and Review. We reserve the right to conduct an initial review of Service Provider profiles and to facilitate Background Checks or Identification Verifications on Service Providers conducted by a third party. Pairi may provide Service Providers with access to third party consumer reporting agencies that perform, among other things, personal identification verification services (“Identity Verification”) or criminal records checks, sex offender registry checks, motor vehicle records checks and/or identification verifications (collectively, “Background Checks”). We do not provide, and are not responsible or liable in any manner for, the Background Checks or Identity Verifications, and we do not endorse or make any representations or warranties regarding the reliability of such Background Checks or Identity Verifications or the accuracy, timeliness or completeness of any information in the Background Checks or Identity Verifications. We do not independently verify information in the Background Checks or Identity Verifications. If you undergo a Background Check or Identity Verification via the Pairi Service, you hereby consent to the collection, use and disclosure of the information in the Background Check or Identity Verification, and you agree to provide complete and accurate information for your Background Check or Identity Verification. You understand and agree that Pairi may, in its sole discretion, review and rely on the information in the Background Check or Identity Verification in deciding whether to suspend or terminate or investigate a complaint about a Service Provider, but also that we are not obligated to do so, and are not responsible or liable in any way in the event that any information in any Background Check or Identity Verification is not accurate, timely or complete. If you are the subject of a Background Check or Identity Verification, you may contact the applicable third-party consumer reporting agency to dispute the accuracy, timeliness or completeness of such information. You agree that Pairi’s rights and obligations under the Arbitration Agreement take effect to the benefit of the consumer reporting agency used for Background Checks or Identity Verification in respect of any claim that would be subject to the Arbitration Agreement if brought against us. Pairi reserves the right to suspend or terminate your access to the Pairi Service based on information in the Background Check or Identity Verification or for any other reason, or no reason, in our sole discretion.
Be aware of the following limitations in Background Checks: Except as otherwise expressly provided in these Terms or through the Service, Pairi does not automatically run Background Checks on any Users. Background Checks may vary by type, breadth and depth. Records not available to third-party Background Check agencies will not be included in the results. Not all arrest logs and records, conviction and correction records, sex offender registries and motor vehicle records are available in all jurisdictions. In many jurisdictions there is a delay before arrest logs and records, conviction and correction records, sex offender registries and motor vehicle records are included in Background Checks. Juvenile records and offenses for minors may not appear in the public record and are therefore not included in the results. Dismissed cases, arrests not resulting in convictions, arrests or convictions in foreign countries and nolle prosequi (abandonment of prosecution) may not be reported. Traffic violations are not included unless a jurisdiction reports them as criminal offenses. In the jurisdictions where traffic violations are reported as criminal offenses, such traffic violations may be included in the results as misdemeanors or felonies.
7. Neutral Venue. Pairi is a neutral venue for Service Providers and Customers. Pairi is not a Service Provider and, except for resources and support specifically described in the Pairi Service, does not provide beauty and cosmological services. We make no representations or warranties about the quality of services provided by Service Providers (“Beauty and Cosmological Services”), or about your interactions and dealings with users. Service Providers listed on Pairi are not under the direction or control of Pairi, and Service Providers determine in their own discretion how to provide Beauty and Cosmological Services. Pairi does not employ, recommend, or endorse Service Providers or Customers, and, to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Service Providers or Customers, whether online or offline. Pairi and the Site function solely as a neutral venue and digital clearinghouse where Users may connect for a particular type of service or product. Pairi is not involved in or a party to the actual transaction between Users. As a result, we have no control over the existence, quality, accuracy, safety, or legality of the transactions that take place on our Site or the accuracy of any Vendor listings. We have no control over the ability of Vendors to provide items or perform services or the ability of Members to pay for any goods and services. We make no representations or warranties and are not liable or responsible for the actions or inactions of our Users.
Cancellations and refunds.
Cancellations by Service Provider. If a Service Provider cancels a Booking prior to or during the service period identified in the Booking, we will refund the fees paid by the customer for Beauty and Cosmological Services not provided, as well as any service charge paid to Pairi. If you are a Service Provider, you can appoint a substitute Service Provider (as agreed by the Customer and so long as the substitute has an active account on the Pairi Service and has agreed in writing to accept a Booking) by contacting Pairi to modify the Booking. If you do not find a substitute and repeatedly cancel accepted Bookings without justification, Pairi may terminate your account.
Cancellations by Customer. If a Customer cancels a Booking prior to or during the service period specified in a Booking, we will refund fees in accordance with the cancellation policy selected by the Service Provider on the Pairi Service. All Service Providers are required to select a cancellation policy prior to completing a Booking so that Customer are aware of the cancellation policy prior to Booking. For more information about cancellation policies, please visit the Help Center.
Force Majeure. The cancellation policies described herein may not apply in the event of certain emergency situations beyond the control of Service Providers and/or Customers that make it impossible or impractical to perform agreed Bookings, such as evacuations resulting from earthquake, hurricane, wildfire, flood, war, riots or other similar disaster. In such cases Pairi may, in its reasonable discretion, issue refunds under terms that vary from a Service Provider’s selected cancellation policy.
Refunds for Failure to Perform. If we determine in our reasonable discretion that a Service Provider has failed to provide Beauty and Cosmological Services as agreed with the Customer or is otherwise in breach of these Terms, then we may, in our reasonable discretion, cancel a Booking and/or issue a full or partial refund to a Customer.
General Terms for Cancellations. If you wish to cancel a Booking, you should use the mechanisms available through the Pairi Service to do so. For purposes of the policies and terms in this Section 9, the date of cancellation is the date that a user cancels through the Pairi Service, regardless of any separate communications between users outside of the Pairi Service.
Payment Disputes; Payment Outside of the Pairi Service. Pairi initiates payments to Service Providers 48 hours after completion of a Booking. Once these amounts have been disbursed, any further payment disputes are between the Customer and Service Provider, and Pairi has no obligation to mediate or facilitate any resolution. Further, Pairi has no responsibility or liability with respect to any tips, bonuses, or other payments made outside of the Pairi Service.
9. Billing and Payment.
Fees for Customers. Customer may purchase Beauty and Cosmological Services from a Service Provider by completing a Booking as described in Section 4. If you are a Customer, you enter into a transaction with the Service Provider when you accept a Booking, and you agree to pay the total fees indicated in the Booking. Except where otherwise specifically indicated on the Pairi Service, fees for Beauty and Cosmological Services are determined by Service Providers. As described in Sections 9b and 9c, the total amount Customers are charged for a Booking may also include a service fee payable to Pairi. Where required by law, the amount charged will also be inclusive of applicable taxes. The Service Provider, not Pairi, is responsible for performing the Beauty and Cosmological Services.
Fees for Service Providers. Service Providers may agree to provide Beauty and Cosmological Services to a Customer by agreeing to a Booking as described in Section 4. If you are a Service Provider, you must confirm the Booking before it expires or the Customer will have no obligation to complete the transaction. Once the Booking is completed by both parties, you agree to honor the price set forth in your Booking. The purchase of Beauty and Cosmological Services is a transaction between the Customer and the Service Provider. Pairi’s role is to facilitate the transaction. We will (either directly or indirectly through an authorized third party) collect payment from the Customer at the time of Booking and (except to the extent of any payment hold pursuant to Section 9h) initiate payment to the Service Provider’s account after completion of the service indicated in the Booking. Service Providers are charged a service fee as described in Section 9d which we deduct before remitting payment to Service Providers. Where required by law, the amount charged will also be inclusive of applicable taxes.
Unpaid fees. You understand that if any fees you owe us have not been received or in any manner realized by us (“Unpaid Fees”), you agree to pay such Unpaid Fees immediately. In addition, we may charge interest, in the amount of 2.0% per month, on any unpaid account balance that you maintain. Any partial payments made by Users will first be applied to the most recent fees owed to us, including interest. We reserve the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us, in our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
Service Fees. We charge service fees for some aspects of the Pairi Service. If you are a Service Provider, except where otherwise specified via the Pairi Service, our service fee is calculated as a percentage of the fees a Customer agrees to pay to you in a Booking. We deduct this service fee from the amounts paid by the Customer. Our service fees are described here.
Mistakes. Pairi reserves the right to correct any processing errors we discover.
Authorization. When you pay for Beauty and Cosmological Services or for other services on the Pairi Service, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your account so long as you have any outstanding, confirmed Bookings. You authorize us to charge your credit card or other payment method for fees you incur on the Pairi Service as they become due and payable, and to charge any alternative payment method Pairi has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you for fees when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither Pairi nor the Service Provider will be responsible for any failure to provide services associated with those fees. Except as expressly provided in these Terms, all fees paid via the Pairi Service are non-refundable once paid.
Holds. If you are a Service Provider, Pairi reserves the right to issue a hold on amounts otherwise payable to you pursuant to Section 9b if there is a reasonable suspicion of fraudulent activity involving your account(s) or for other similarly compelling reason involving protection of Pairi, the Pairi community or third party rights. We may also recommend that third party payment service providers restrict your access to funds in your account under the same circumstances.
Taxes. Except for taxes on Pairi’s income and gross receipts or where Pairi is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of Beauty and Cosmological Services via the Pairi Service. This includes, without limitation, any form of sales tax, VAT, or income tax on fees paid or received by you through the Pairi Service.
10. Contests, Sweepstakes, and Promotions. Any contests, sweepstakes or other promotions (each a “Promotion,” and, collectively, "Promotions") made available through the services may be governed by rules that are separate from this Agreement.
Coupons and Discounts.We may allow you to receive promotional coupons (“Coupons”), or other promotions or discounts ("Discounts") that may be used to purchase goods and services from us or third parties ("Coupon Vendors"). Additional terms and conditions may be contained on each Coupon or Discount. Any violation of the terms and conditions will make the Coupon Discount void. A Coupon or Discount may not be used for alcohol, tips, taxes, and any other statutory limitations. You acknowledge and agree that we may stop (permanently or temporarily) providing the Coupons or Discounts to you or to users generally at our sole discretion, without prior notice to you.
11. Protection of Intellectual Property.
Pairi Service. Pairi and its licensors retain all right, title and interest in and to the Pairi Service, the technology and software used to provide it, all electronic documentation and content available through the Pairi Service (other than Your Content), and all intellectual property and proprietary rights in the Pairi Service and such technology, software, documentation and content. Except for your rights to access and use the Pairi Service set forth in these Terms, nothing in these Terms licenses or conveys any of our intellectual property or proprietary rights to anyone, including you. You agree that we will have a perpetual right to use and incorporate into the Pairi Service any feedback or suggestions for improvement that you provide to us concerning the Pairi Service, without any obligation of compensation.
Pairi Trademarks. Pairi owns all rights in and to its trademarks, service marks, brand names and logos (the “Pairi Marks”). If you are a Service Provider, Pairi may grant you, for so long as you are in good standing on the Pairi Service, a limited, revocable, non-exclusive, non-transferable license to use the Pairi Marks if specifically authorized in writing via the Pairi Service. As a condition of exercising such license, you agree that (1) all goodwill associated with your use of the Pairi Marks inures solely to the benefit of Pairi, and (2) such license immediately terminates upon your ceasing to be a Service Provider in good standing, whether at your own option or because Pairi suspends or terminates your rights to use the Pairi Service.
12. Phone, Text, and Mobile Communications.
Consent to Autodialed Text Messages and Phone Calls You consent to Pairi communicating with you about the Pairi Service by SMS, text message, email and other electronic means, including autodialed text messages and phone calls containing service information and/or marketing messages, even if your phone number is on the do-not-call list. Your carrier's normal messaging, data and other rates and fees will apply to these communications. You are not required to provide this consent to receive marketing messages as a condition of purchasing anything or using the Pairi Service, and you may opt-out of receiving these messages and calls at any time as described in our Privacy Statement (though you may continue to receive messages while Pairi processes your request).
Phone Number Changes. In the event you deactivate a mobile phone number provided to us, you agree to update your Pairi account information promptly to ensure that messages are not sent to the person who acquires your old number.
13. Currency. All fees, deductible amounts and other payments referenced on, or charged through, the Pairi Service are listed and payable in local currency.
14. Warranty Disclaimer. The information and materials found on the Pairi Service, including text, graphics, information, links or other items, are provided "as is" and "as available." Reviews, profiles, advice, opinions, statements, offers, or other information or content made available through the Pairi Service, but not directly by Pairi, are those of their respective authors, who are solely responsible for such content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAIRI DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF INFORMATION AND MATERIALS ON THE PAIRI SERVICE; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN PAIRI; (3) WARRANT THAT YOUR USE OF THE SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE PAIRI SERVICE WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PAIRI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PAIRI SERVICE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. IN ADDITION AND WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY SERVICE PROVIDER THAT OFFERS Beauty and Cosmological Services VIA THE PAIRI SERVICE.
15. Copyright Infringement. If you believe in good faith that your copyrighted work has been infringed by content posted on the Pairi Service, please provide our designated copyright agent with a written notice that includes all of the following information:
A description of the copyrighted work you believe to have been infringed;
A description of the URL or other location on our Site of the material you believe to be infringing;
Your name, mailing address, telephone number and email address;
A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, which you make under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
Our designated agent for notice of copyright infringement can be reached at:
Attention: Copyright Notice
Northwest Registered Agent, LLC 1150 First Ave. STE 51, King of Prussia, PA 19406
16. Third Party Services, Links. The Pairi Service may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement of such websites or resources, or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
17. Indemnity. O THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD PAIRI HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, EXPENSES, DAMAGES AND/OR LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, THAT ARE IN ANY WAY RELATED TO YOUR: (1) transactions and interactions, online or offline, with other users of the Pairi Service; (2) breach of these Terms; (3) disputes with other users of the Pairi Service; (4) your misstatements, misrepresentations, or violation of applicable law; (5) property damage or personal injury to third parties; (6) Your Content; or (7) your use of any Background Check or Identify Verification information in violation of any applicable law. YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR ADVANCE WRITTEN CONSENT.
18. Limitation of Liability.
Exclusion of Certain Types of Damages. To the maximum extent permitted under applicable law, in no event will Pairi be liable to you for any indirect, special, incidental, or consequential damages, or for any business losses, or loss of profit, revenue, contracts, data, goodwill or other similar losses or expenses that arise out of or relate to the use of or inability to use the Pairi Service, including without limitation damages related to any information received from the Pairi Service, removal of your profile information or review (or other content) from the Pairi Service, any suspension or termination of your access to the Pairi Service, or any failure, error, omission, interruption, defect, delay in operation or transmission of the Pairi Service, even if we are aware of the possibility of any such damages, losses or expenses. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limit of Our Liability to You. EXCEPT FOR THE LIMITED REIMBURSEMENTS APPROVED BY PAIRI UNDER THE PAIRI GUARANTEE AND THE REFUND AMOUNTS PAYABLE BY PAIRI THAT ARE SET FORTH IN SECTION 9, AND EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PAIRI’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO THE PAIRI SERVICE OR THESE TERMS EXCEED THE AMOUNTS PAID BY YOU TO PAIRI (SPECIFICALLY EXCLUDING AMOUNTS PAID TO SERVICE PROVIDERS) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABLITY OR, IF YOU HAVE NOT PAID PAIRI FOR THE USE OF ANY SERVICES, THE AMOUNT OF $100.00 USD (OR EQUIVALENT IN LOCAL CURRENCY).
No Liability for non-Pairi Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAIRI BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE PAIRI SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT POSTED ON OR TRANSMITTED THROUGH THE PAIRI SERVICE, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE PAIRI SERVICE, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO ATTEMPT TO DEFRAUD OR HARM YOU.
IF YOU HAVE A DISPUTE WITH A SERVICE PROVIDER OR CUSTOMER, YOU AGREE TO RELEASE PAIRI FROM ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, EXCEPT TO THE EXTENT STATED IN THE PAIRI GUARANTEE. IN NO EVENT WILL PAIRI BE LIABLE FOR DIRECT OR INDIRECT CONSEQUENCES OF A CUSTOMER OR SERVICE PROVIDER FAILING TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
18. Arbitration Agreement.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH PAIRI AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Claims.This Section is referred to as the "Arbitration Agreement” in these Terms. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 18i below, you and Pairi (together, the “Parties”) agree that any and all disputes or claims that arise between you and Pairi relating to the Pairi Service, interactions with others on the Pairi Service, and/or these Terms (including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims (defined in the following sentence), will be resolved as set forth in this Arbitration Agreement. As used herein, “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims arising out of or related to a violation of Section 5d, above, (3) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents), and (4) claims that, as a matter of applicable law, cannot be made subject to arbitration.
Agreement to Arbitrate. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 18i below, you agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that the Parties' dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND PAIRI AGREE THAT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH SECTION 18i BELOW, EACH OF US MAY BRING CLAIMS (EXCEPT TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW) AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PAIRI AGREE OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PAIRI SERVICE USERS.
Pre-Arbitration Dispute Resolution. Before you commence arbitration, we suggest that you contact us to explain your complaint. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. You may contact us via email at email@example.com or by mail at Pairi, Inc., Attn: Legal, Northwest Registered Agent, LLC 1150 First Ave. STE 51, King of Prussia, PA 19406. If the issue is not resolved and results in arbitration, we will need to mutually select and agree upon an arbitrator and the rules and procedures to govern the arbitration.
Arbitration Procedures.The Parties will try in good faith to mutually select and agree upon an arbitrator and rules and procedures to govern the arbitration. If we cannot agree, then the arbitration will be conducted in English by a neutral arbitrator in accordance with your choice of the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) or the Rules of the International Center for Dispute Resolution (the “ICDR Rules”), as modified by this Arbitration Agreement. The rules that apply are those in effect when arbitration is demanded by either of the Parties. The JAMS Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration, and the ICDR Rules are available at https://www.icdr.org/rules_forms_fees, and both Rules are incorporated in these Terms by reference. You either acknowledge and agree that you have read and understand the Rules or waive your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason. If there is any inconsistency between the Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 16. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator shall submit a decision in writing, specifying the findings of fact and the conclusions of law on which the decision is based. Decisions by the arbitrator are binding and enforceable in court and may be overturned by a court only for very limited reasons.
The arbitration will be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 USD (or equivalent in local currency) or less, you or Pairi may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and Pairi subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Pairi, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different Pairi users, but is bound by rulings in prior arbitrations involving the same Pairi user to the extent required by applicable law. As limited by applicable law, these Terms and the applicable JAMS Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be shared equally by you and Pairi, except where prohibited by applicable law. In addition, (1) if you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Pairi will pay your portion of such fees, and (2) if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Pairi will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be solely responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Pairi for all fees associated with the arbitration paid by Pairi on your behalf that you otherwise would be obligated to pay under the JAMS or ICDR Rules.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. If any term, clause or provision of this Section 18 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 18 will remain valid and enforceable.
Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section 18i. The Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to Pairi, Inc., Attn: Legal Northwest Registered Agent, LLC 1150 First Ave. STE 51, King of Prussia, PA 19406. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to register for the Pairi Service to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, the entire Arbitration Agreement will not apply with respect to you, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. By opting out of binding arbitration, you are agreeing to resolve Claims (including Excluded Claims) in accordance with Section 18.
Future Changes to Arbitration Agreement Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against Pairi prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to any claim that was filed in a legal proceeding against Pairi prior to the effective date of removal.
20. General Provisions
Section Headings. The section headings used herein are for convenience only and shall not be given any legal import.
Changes. We retain the right to revise our Site, product and/or service offerings, including the tools made available to you, at any time for any reason including without limitation to comply with any applicable law or regulation. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance.
No Agency. You hereby agree and acknowledge that your provision of services and/or your use of the Site, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate us in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is not intended to benefit any third party, and does not create any third-party beneficiaries. Accordingly, this Agreement may only be invoked or enforced by you or us.
No Assignment. This Agreement is personal to you and you may not assign it to anyone.
No Modification by Trade Usage or Prior Course of Dealing. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms.
Failure to Enforce. Our failure to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.
Unenforceability. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
Prevailing Terms. To the extent of any conflict between the Terms in this Agreement and any other document made a part of the Agreement by its express terms, the Terms of this Agreement shall prevail except as otherwise stated in this Agreement or when the other document specifically states that it shall prevail.
Entire Agreement. These Terms and any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Site, constitute the entire agreement between us and you with respect to the Site.