ETERNAL RATIO INC.

Terms of Use



Last Modified: March 6, 2020

Scope of Terms


Thank you for being a customer of Eternal Ratio Inc., a Delaware corporation (the “Company”, “we”, or “us”). Eternal is a mobile gaming application and social network that simultaneously enables users to play games online and curate their own virtual identity and community through one or more customizable avatars (the “App”). These Terms of Use (the “Terms of Use” or “Terms”) constitute a binding legal document between you and the Company with respect to our services to you. It is important that you read these Terms in their entirety. If you have any questions, you can contact us at [contact email]. 


These Terms, together with any documents or website links they expressly incorporate by reference, govern your access to and use of the App, our website(s) (each, a “Site,” and collectively, the “Sites,”), as well as any features, applications, technologies, software, content, events, functionality, and services offered or facilitated by us through the App, the Sites, or third-party platforms where we publish content, including any improvements or developments thereto (collectively, the "Services"). By (i) downloading or using the App, (ii) visiting or playing games on eternal.plus, the App, or our Sites, (iii) playing games developed or published by the Company that can be played through third party platforms, e.g. via consoles, PCs and/or social media sites such as Facebook, or (iv) otherwise accessing or using any of the Services: (x) you represent and warrant that you have read and understood these Terms and our Privacy Policy and (y) you agree to these Terms.


PLEASE BE ADVISED: THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND THE COMPANY HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE “DISPUTE RESOLUTION & ARBITRATION AGREEMENT” SECTION BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST THE COMPANY TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

Acceptance of these Terms of Use


PLEASE READ THESE TERMS BEFORE USING THE SERVICES. THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. THE SERVICES ARE AVAILABLE FOR YOUR USE ONLY (AS WELL AS YOUR SPOUSE, PARTNER, AND ANY DEPENDENTS) ON THE CONDITION THAT YOU AGREE TO THE TERMS & CONDITIONS SET FORTH BELOW AND IN OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT ACCESS OR USE THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU SIGNIFY, ON BEHALF OF YOURSELF AND ANY PERSON FOR WHOM YOU USE THE SERVICES (INCLUDING YOUR SPOUSE, PARTNER, AND ANY DEPENDENTS), YOUR AGREEMENT TO BE BOUND BY THESE TERMS. THE COMPANY HEREBY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ANY TIME, TO RESTRICT, SUSPEND, MODIFY, OR TERMINATE YOUR ACCOUNT OR ACCESS TO THE SERVICES OR ANY PORTION THEREOF IF THE COMPANY DETERMINES THAT YOU HAVE VIOLATED THESE TERMS. THE COMPANY IS NOT REQUIRED TO COMPENSATE YOU FOR ANY LOSSES OR RESULTS IN CONNECTION THEREWITH.

Using the Service


To engage in the Services: (i) you must have the requisite power and authority to enter into these Terms, (ii) you must not be prohibited from receiving any aspect of our Services under applicable laws, (iii) your account must not have been previously disabled for violation of law or any of our policies, and (iv) you must not be a convicted sex offender. The Services are only offered and available to users in the United States who are 13 years of age or older. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.


You acknowledge that your use of the Services is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate. Content that users submit or transmit to, through, or in connection with the Services (including any content that may have been created by users employed or contracted by the Company) does not necessarily reflect the opinion of the Company. Except as required by law, the Company has no obligation to provide you with copies of Your Content (as defined below) nor can it guarantee any confidentiality with respect to Your Content.


The Company reserves the right to restrict, withdraw, discontinue, or amend your use of the Services in its sole discretion without notice. You understand and agree that your access to and use of the Services are governed by these Terms, effective at the time of your access to or use of the Services. We will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period.


As part of our agreement, you also give us permissions that we need to provide the Services, including:

  • You hereby grant to us a perpetual, irrevocable, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of content you add or post to the Services, including your username, avatar, images, photos, videos, online status, friends list(s), friend requests, chats, files, games played, game answers and/or responses, messages/videos sent, and social media interactions (“Your Content”). You can end your license anytime by deleting your content or account, however, any content shared with others that has not been deleted will continue to appear;

  • You hereby grant us permission to publicly display Your Content next to or in connection with accounts, ads, offers, and other sponsored content that you follow or engage with, without any compensation to you;

  • You hereby grant us permission, with your prior approval that may be adjusted in your account settings, to access your mobile device’s camera, microphone, notification settings, and contacts through the App. The Company will not access or import such information without your prior consent.

  • By signing up for an account you are opting to receive communications from us through any means that you provide when you create an account, such as push notifications or text messages (including SMS and MMS), in order to verify your identity. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages; and


  • You hereby grant us permission to remove Your Content if we believe that it violates these Terms, our policies, or we are permitted or required to do so by law. This paragraph and this section will still apply even after your account is terminated or deleted.

Changes to the Terms of Use


We may revise, modify, and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. We will use reasonable efforts to provide you with notice of any material changes to these Terms via the Services or the email address you provide when you sign up. We will indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. It is your responsibility to check whether these Terms have changed by accessing this web page. We may translate these Terms into other languages for your convenience, nevertheless, the English version governs your relationship with the Company, and any inconsistencies among the different versions will be resolved in favor of the English version.

Accessing the Services and Account Security


In order to access the Services, you may be asked to provide certain registration details including, but not limited to, your name, age, mobile phone number, email, a username, and from time to time, additional codes as are necessary to verify your identity, access, and use certain features or functions of the App. You become a user (“User”) by completing the registration of an account to access our Services (“Account”). It is a condition of your use of the Services that all the information you provide via our Services is correct, current, and complete. We retain the right to disable any username, avatar, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.


You are solely responsible for the activity that occurs on your Account. You must treat your account credentials and information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to impersonate someone or provide any other person with access to the Services using your Account information. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account or other personal information. You are also responsible for:

  • Making all arrangements necessary for you to have access to the Services; and

  • Ensuring that all persons who access the Services through your Internet connection are aware of these Terms and comply with them.


You hereby agree that all information you provide to register for an Account or otherwise, including but not limited to through the use of any interactive features on the Services are governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Unlockables


Unlockable items may be earned by you through certain activities that the Company, in its sole discretion, may make available via the Services (each, an “Unlockable,” and collectively, “Unlockables”) on the following terms and conditions. Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to and for use of the Unlockables effective upon your earning of an Unlockable. In addition, by using an Unlockable, you agree to the following:

  • Unlockables have no monetary value, are non-refundable, and cannot be used to purchase or use products or services other than use in connection with the Services, as determined by the Company in its discretion;

  • You may not distribute or otherwise transfer any Unlockable to a third party. Any attempt to distribute, sell, or otherwise transfer an Unlockable, as expressly authorized under these Terms, will result in an automatic termination of such license;

  • Except as expressly stated in these Terms, you have no property, proprietary or ownership interest in, or other right or license to any Unlockable, all of which remain the exclusive property of the Company or its licensors; and

  • All Unlockables are non-refundable and non-returnable.

Your Content


On certain areas of the Services, through your Account or otherwise, you may be able to make available Your Content for other Users’ access and use. You represent and warrant that Your Content is:

  • Accurate;

  • Not confidential;

  • Not in violation of law;

  • Not in violation of contractual restrictions or third-party rights, and that you have permission to use content form any other party whose personal or other information or intellectual property is contained in the UGC;

  • Not infringing upon the copyright, trademark, patent, or trade secret rights of any third party;

  • Not abusive, harmful, libelous, profane, obscene, or otherwise objectionable;

  • Not for commercial purposes or business solicitations;

  • Free of viruses, corrupting files, interference, cheat software, worms, or other malicious code; and

  • In compliance with our conduct guidelines.


The Company and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to you.

Intellectual Property Rights


All of the content and information contained in the Services, including the Unlockables, games, artwork, graphics, displays, images, screen shots, video and audio, information, software, methods, text, music, trademarks, names, logos, source code, the name “Eternal,” and the compilation of the foregoing and the design, implementation, selection and arrangement thereof (the “Eternal Content”), are owned or licensed by the Company and are protected in the U.S. and internationally under trademark, copyright, trade dress, patent, and other applicable laws, rules and regulations. Accordingly, we grant you a limited, personal, non-transferable and non-assignable license to use the Eternal Content solely as permitted by the functionalities of our Services.


You agree not to display or use any Eternal Content or third-party content contained in the Services in any publications, in public performances, in connection with products or services that are not those of the Company, in any other matter that is likely to cause confusion among consumers, that disparages or discredits the Company and/or its licensors, that dilutes the strength of the Company or its licensor’s property, or that otherwise infringes the Company’s or its licensor’s intellectual property rights. If you wish to make any use of material on the Services other than that set out in this section, please address your request to contact@eternal.plus. You must not reproduce, reformat, distribute, modify, create derivative works of, publicly display, publicly perform, promote, publish, download, store, license, sublicense, or transmit any of the material on our Services except as necessary to use the Services for their intended purposes in compliance with these Terms.


You are not granted any other right, title or interest in our Services or any Eternal Content except as expressly provided herein. All other rights are reserved.

Your License to the Services


These Terms permit you to use the Services for your personal, non-commercial use only. You must not access or use any part of the Services for any commercial purposes.


Subject to your compliance with these Terms, we hereby grant you a limited, personal, non-commercial, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Services for their intended purposes. The license granted with respect to any software is solely for use of such software in object-code form.

Additionally, you shall not:

  • Attempt to decompile or reverse engineer the Services or the communications it sends to our systems;

  • Attempt to circumvent any security measures installed on the Services;

  • Make copies of or modify any materials from the Services, except as allowed by law; or

  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services or Eternal Content.


If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content contained therein is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Services not expressly permitted by these Terms shall constitute a breach thereof and may violate copyright, trademark, patent, and other laws.

Prohibited Uses


You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation;

  • In any way that violates export/import regulations or the intellectual-property laws of any nation;

  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity; and

  • To engage in any other conduct that: (i) restricts or inhibits anyone's use or enjoyment of the Services, or (ii) as determined by us, may harm the Company or our customers, or expose them to liability.


Additionally, you agree not to:

  • Use the Services in any manner that could disable, overburden, damage, or impair the Company’s systems or interfere with any other party's use of the Services;

  • Use any robot, spider, or other program, process, or means to copy any of the material on the Services;

  • Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent;

  • Use any device, software or routine that interferes with the proper working of the Services;

  • Introduce into the Services any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are administered, or any server, computer or database connected to the Services;

  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or

  • Otherwise attempt to interfere with the proper working of the Services.

Reliance on Information Posted


The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Additionally, you alone are responsible for Your Content and once posted to the Services, Your Content cannot always be withdrawn, and you assume any and all risks associated therewith, including anyone’s reliance on its quality, accuracy, or reliability. You may not in any way imply that Your Content is in any way sponsored or endorsed by the Company without our prior written consent. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.


The Services may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.


We may update the content on the Services from time to time, but its content is not necessarily complete or up to date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website


All information we collect via the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

Linking to the Website and Social Media Features


You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.


The Services may provide certain social media features that enable you to share Your Content on various social-media platforms. You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.


You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion. Your use of social-media features is at your own risk and subject to the terms and conditions imposed by the applicable social-media platforms.

Links from the Services


If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions


The Company resides in and provides Services from the United States. Access to the Services is limited to United States residents only. You are not permitted to access the Services from outside the United States.

Disclaimer of Warranties


You understand that we cannot and do not guarantee or warrant that the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.


You acknowledge that the download, operation, and/or use of the Services may have an unintended, adverse effect on the device from which the Services are accessed and may make changes to that device. Your use of the Services is at your own risk.


You acknowledge that no communication over the Internet is 100% secure, and any material or data you deliver over networks may be intercepted or lost.


WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OTHER USERS’ CONTENT OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY AFFECT YOUR DEVICES, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES.


YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVERS THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.


THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability


IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. EVEN IF YOU HAVE ADVISED THE COMPANY OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY STATED ABOVE, THE MAXIMUM AMOUNT YOU ARE ENTITLED TO RECOVER IS THE AMOUNT PAID TO THE COMPANY FOR ITS SERVICES OR $100, WHICHEVER IS GREATER. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BY LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM FOR LOSSES OR INJURIES RESULTING FROM EVENTS BEYOND ITS CONTROL INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: ACTS OF GOD; ACTS OF PUBLIC AUTHORITIES ACTING WITH ACTUAL OR APPARENT AUTHORITY; CRIMINAL ACTS OF THIRD PARTIES; THE APPLICATION OF SECURITY REGULATIONS IMPOSED BY ANY GOVERNMENT; WORK STOPPAGES OR OTHER LABOR DISPUTES; WAR, MILITARY ACTIONS OR POLICE ACTIONS; ACTS OF TERRORISM; CIVIL COMMOTIONS; OR DISRUPTIONS IN AIR OR GROUND TRANSPORTATION NETWORKS, SUCH AS WEATHER PHENOMENA AND NATURAL DISASTERS. TO THE EXTENT PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS.


THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Copyright Complaints


If you believe that any material contained on the Services has been used in a way that constitutes copyright infringement and such infringement is occurring on the Services, you should notify us of your copyright infringement claim in accordance with the following procedure. The Company will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws.


To be effective, the notification must be in writing and contain the following information:

  • Physical or electronic signature of a person authorized to act on behalf of the owners of an exclusive right that is allegedly infringed;

  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are alleged to have been infringed, a representative list of such works.

  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which to be disabled, and information reasonably sufficient to permit us to locate the material;

  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  • A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


The DMCA requires that notifications of claimed copyright infringement should be sent to:


DMCA AGENT

r@eternal.plus


THE DMCA AGENT SHOULD BE CONTACTED ONLY FOR THE PURPOSE OF NOTIFYING THE DMCA AGENT THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE SERVICES.


ANY REQUEST, INQUIRY, OR COMMUNICATION SENT TO THE DMCA AGENT FOR ANY OTHER PURPOSE WILL NOT BE RESPONDED TO.

Indemnification


You agree to defend, indemnify, and hold harmless Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, shareholders, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

Dispute Resolution & Arbitration Agreement


YOU AND THE COMPANY MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION BEFORE A SINGLE ARBITRATOR, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with the Company ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and the Company, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and the Company’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.


Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND THE COMPANY. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: these Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Services, any goods or services made available through the Services, your relationship with the Company, the threatened or actual suspension, deactivation or termination of your account or these Terms, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by the Company, trade secrets, unfair competition, fraud, defamation, emotional distress, breach of any express or implied contract, warranty, or covenant, claims arising under federal or state consumer protection laws, state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.


BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND THE COMPANY ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.


YOU UNDERSTAND AND AGREE THAT YOU AND THE COMPANY MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND THE COMPANY BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.


The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.


Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.


Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The payment of filing and arbitration fees will be governed by the relevant AAA Rules. Unless you and the Company agree otherwise, any arbitration hearings between the Company and you will take place in New York County, New York. The arbitration award may be enforced in any court having competent jurisdiction thereof.


This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; and (2) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

Governing Law


All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Limitation on Time to File Claims


ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability


No waiver by Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.


If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement


The Terms and our Privacy Policy constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Your Comments and Concerns


We appreciate your feedback on our Services. The Services are operated by Eternal Ratio Inc., a Delaware corporation, 30 west 26th street New York City, NY. All other feedback, comments, requests for technical support and other communications relating to the Services should be provided through our App or directed to: contact@eternal.plus.