PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS WEBSITE AND THE INFORMATION ON IT ARE CONTROLLED BY THE DAVID HELWANI PROJECT.  THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE BY ACCESS OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE. COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE THE DAVID HELWANI PROJECT, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE DAVID HELWANI PROJECT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY THAT YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE.  THE TERM “YOU” or “USER(S)” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU’RE REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

 

PLEASE BE AWARE THAT SECTION 14 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

 

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

 

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

 

PLEASE NOTE THAT The Terms are subject to change by The David Helwani Project in its sole discretion at any time. When changes are made, The David Helwani Project will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms of Use. If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below). The David Helwani Project may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

 

Our Website is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. By using our Service, you will be subject to and should also review any Shopify Inc. terms of use and related policies.

 

1. Use of the Services and The David Helwani Project Properties.The Software, the Widget, the Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “The David Helwani Project Properties”) are protected by copyright laws throughout the world. Subject to the Terms, The David Helwani Project grants you a limited license to reproduce portions of The David Helwani Project Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by The David Helwani Project in a separate license, your right to use any The David Helwani Project Properties is subject to the Terms.

 

1.1 Updates. You understand that The David Helwani Project Properties are evolving. As a result, The David Helwani Project may require you to accept updates to The David Helwani Project Properties that you have installed on your computer or mobile device. You acknowledge and agree that The David Helwani Project may update The David Helwani Project Properties with or without notifying you. You may need to update third-party software from time to time in order to use The David Helwani Project Properties.

 

1.2 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, resell, upload, use, copy, rent, lease, lend, transfer, assign, reproduce, distribute, host or otherwise commercially exploit The David Helwani Project Properties or any portion of The David Helwani Project Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other The David Helwani Project Properties (including images, text, page layout or form) of The David Helwani Project, or use the The David Helwani Project Properties in any way that might confuse, misdirect, or misrepresent its source, or sponsorship or affiliation thereof or therewith; (c) you shall not use any metatags or other “hidden text” using The David Helwani Project’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of The David Helwani Project Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to access, monitory, copy or use the The David Helwani Project Properties, interfere with product inventory or availability, or place or take preparatory steps to place orders for products, goods or services, or “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access The David Helwani Project Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of The David Helwani Project Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not take any action that imposes any unreasonable or disproportionately large load on the The David Helwani Project Properties; (i)_you shall not take any action in connection with your use of the The David Helwani Project Properties which violates any applicable local, state, national or international law, rule, regulation or order of any court in conjunction with your use thereof; (j) you shall not otherwise use the The David Helwani Project Properties for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property rights (whether belonging to The David Helwani Project or third parties) and the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, network or other technology (collectively, “Malicious Code”); and (k) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in The David Helwani Project Properties. Any future release, update or other addition to The David Helwani Project Properties shall be subject to the Terms. The David Helwani Project, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of The David Helwani Project Properties terminates the licenses granted by The David Helwani Project pursuant to the Terms.

THE USE OF ANY ROBOT, SPIDER, OR OTHER AUTOMATIC DEVICE OR SOFTWARE IN CONNECTION WITH THE SERVICES IS STRICTLY PROHIBITED. IN THE EVENT WE REASONABLY DETERMINE THAT ANY ORDER OR ATTEMPTED ORDER WAS MADE BY OR THROUGH USE OF ANY ROBOT OR OTHER AUTOMATIC DEVICE OR SOFTWARE, WE HAVE THE RIGHT, IN OUR SOLE AND ABSOLUTE DISCRETION, TO DENY OR CANCEL ANY SUCH ORDER, TO REFUSE TO ACCEPT ANY RETURNS OR OFFER REFUNDS, AND/OR TO CHARGE RESTOCKING FEES.

In addition to our remedies under applicable law or as described in these Terms, we have the right to automatically terminate your purchase, your access to the The David Helwani Project Properties, and/or your Account if we have a reasonable belief that you have violated this section, or utilized any of the prohibited processes described in this section. For the avoidance of doubt, if you use any automated tools to make purchases, respond to, or in any way use anything on The David Helwani Project Properties, we can terminate your purchase, your Account and/or your access to the The David Helwani Project Properties.

 

1.3 Third-Party Materials. As a part of The David Helwani Project Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for The David Helwani Project to monitor such materials and that you access these materials at your own risk.

 

2. Registration

 

2.1 Registering Your Account In order to access certain features of The David Helwani Project Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).

 

2.2 Registration Data. In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using The David Helwani Project Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of The David Helwani Project Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify The David Helwani Project immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or The David Helwani Project has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, The David Helwani Project has the right to suspend or terminate your Account and refuse any and all current or future use of The David Helwani Project Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. The David Helwani Project reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use The David Helwani Project Properties if you have been previously removed by The David Helwani Project, or if you have been previously banned from any of The David Helwani Project Properties.

 

2.3 Your Account. 1.1 Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of The David Helwani Project.

 

2.4 Necessary Equipment and Software. 1.1 You must provide all equipment and software necessary to connect to The David Helwani Project Properties, including but not limited to, a mobile device that is suitable to connect with and use The David Helwani Project Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing The David Helwani Project Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. The David Helwani Project will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing INFO@DAVIDHELWANI.COM.

 

3. Ownership

3.1 The David Helwani Project Properties. Except with respect to any content you may post and any content a User may post, you agree that The David Helwani Project and its suppliers own all rights, title and interest in The David Helwani Project Properties (including but not limited to, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, in-game chat transcripts, character profile information, recordings of games played using a The David Helwani Project game client, and The David Helwani Project game clients and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or The David Helwani Project Properties.

 

3.2 Trademarks.  and other related graphics, logos, service marks and trade names used on or in connection with The David Helwani Project Properties or in connection with the Services are the trademarks of The David Helwani Project and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in The David Helwani Project Properties are the property of their respective owners.

 

3.3 Other Content.Except with respect to any content that you may post, you agree that you have no right or title in or to any Content that appears on or in The David Helwani Project Properties.

 

3.4 License to Your Content. Subject to any applicable account settings that you select, you grant The David Helwani Project a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any content you may post (in whole or in part) for the purposes of operating and providing The David Helwani Project Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of the content you may post that you submit to any “public” area of The David Helwani Project Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in any content you may post, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not The David Helwani Project, are responsible for all of the content you may post on or in The David Helwani Project Properties.

 

3.5 Username. Notwithstanding anything contained herein to the contrary, by submitting any of your content to any forums, comments or any other area on The David Helwani Project Properties, you hereby expressly permit The David Helwani Project to identify you by your username (which may be a pseudonym), if applicable, as the contributor of your content in any publication in any form, media or technology now known or later developed in connection with your content.

 

3.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to The David Helwani Project through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that The David Helwani Project has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to The David Helwani Project a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of The David Helwani Project Properties.

 

4. User Conduct

4.1 Cheating and Hacking. You agree that you will not, under any circumstances:

 

(a) Attempt to gain unauthorized access to The David Helwani Project Properties, accounts registered to others, or to the computers, servers or networks connected to The David Helwani Project Properties by any means other than the User interface provided by The David Helwani Project, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of The David Helwani Project Properties;

 

(b) Access, tamper with or use non-public areas of The David Helwani Project Properties, The David Helwani Project’s computer systems, or the technical delivery systems of The David Helwani Project’s providers;

 

(c) Attempt to probe, scan, or test the vulnerability of any The David Helwani Project system or network, or breach any security or authentication measures;

 

(d) Disrupt or interfere with the security of, or otherwise cause harm to, The David Helwani Project Properties, systems, resources, accounts, passwords, servers or networks connected to or accessible through The David Helwani Project Properties or any affiliated or linked sites; or

 

(e) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by The David Helwani Project or any of The David Helwani Project’s providers or any other third party (including another User) to protect The David Helwani Project Properties.

 

4.2 Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Terms):

(a) Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of The David Helwani Project Properties (including your Account), or access to or use of The David Helwani Project Properties;

 

(b) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

 

(c) Use The David Helwani Project Properties or any part thereof for any commercial purpose, including, but not limited to communicating or facilitating any commercial advertisement or solicitation;

 

(d) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); or

 

(e) Market any goods or services for any business purposes.

 

4.3 Unauthorized Use or Access. You agree that you will not, under any circumstances:

(a) Interfere or attempt to interfere with the proper functioning of The David Helwani Project Properties or connect to or use The David Helwani Project Properties in any way not expressly permitted by the Terms;

 

(b) Systematically retrieve data or other content from our The David Helwani Project Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;

 

(c) Use, display, mirror or frame The David Helwani Project Properties, or any individual element within The David Helwani Project Properties, The David Helwani Project’s name, any The David Helwani Project trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without The David Helwani Project’s express written consent;

 

(d) Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through The David Helwani Project Properties or that is in transit from or to The David Helwani Project Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by The David Helwani Project Properties;

 

(e) Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or The David Helwani Project Properties, whether through the use of a network analyzer, packet sniffer or other device;

 

(f) Make any automated use of The David Helwani Project Properties, or take any action that imposes or may impose (in The David Helwani Project’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for The David Helwani Project Properties;

 

(g) Bypass any robot exclusion headers or other measures The David Helwani Project takes to restrict access to The David Helwani Project Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl The David Helwani Project Properties, or harvest or manipulate data;

 

(h) Use, facilitate, create, or maintain any unauthorized connection to The David Helwani Project Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of The David Helwani Project Properties; or (ii) any connection using programs, tools or software not expressly approved by The David Helwani Project;

 

(i) Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide The David Helwani Project Properties, or to obtain any information from The David Helwani Project Properties;

 

(j) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through The David Helwani Project Properties;

 

(k) Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

 

(l) Solicit or attempt to solicit personal information from other Users of The David Helwani Project Properties;

 

(m) Use The David Helwani Project Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

 

(n) Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use The David Helwani Project Properties to send altered, deceptive or false source-identifying information; or

 

(o) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).

 

4.3 General. In connection with your use of The David Helwani Project Properties, you shall not:

(a) Post any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;

 

(b) Harm minors in any way;

 

(c) Impersonate any person or entity, including, but not limited to, The David Helwani Project personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

 

(d) Post any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

 

(e) Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;

 

(f) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;

 

(g) Register for more than one Account or register for an Account on behalf of an individual other than yourself;

 

(h) Stalk or otherwise harass any other User of our The David Helwani Project Properties; or

 

(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

 

5. Investigations. The David Helwani Project may, but is not obligated to, monitor or review The David Helwani Project Properties and Content at any time. Without limiting the foregoing, The David Helwani Project shall have the right, in its sole discretion, to remove any of the content you may post for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although The David Helwani Project does not generally monitor user activity occurring in connection with The David Helwani Project Properties or Content, if The David Helwani Project becomes aware of any possible violations by you of any provision of the Terms, The David Helwani Project reserves the right to investigate such violations, and The David Helwani Project may, at its sole discretion, immediately terminate your license to use The David Helwani Project Properties, or change, alter or remove any content you may post, in whole or in part, without prior notice to you.
6. Third-Party Services.

6.1 Third-Party Websites, Applications &s; Ads. The David Helwani Project Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left The David Helwani Project Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of The David Helwani Project. The David Helwani Project is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. The David Helwani Project provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

7. 1. Fees and Purchase Terms.

7.1 General Purpose of Terms. The purpose of the Terms is for you to secure access to the Services. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose.

7.2 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide a valid credit card (Visa, MasterCard, or any other issuer accepted by us) [or PayPal account] to Shopify, our third party payment provider(“Payment Provider”) in order to purchase products and to use certain Services. Your credit card provider agreement governs your use of the designated credit card [or PayPal account], and the terms and conditions on the website of the Payment Provider governs your use of its website, and you must refer to the respective agreement or terms and conditions, and not the Terms, to determine your rights and liabilities. By providing to Shopify, on behalf of The David Helwani Project, with your credit card number [or PayPal account] and associated payment information, you agree that The David Helwani Project is authorized to immediately invoice your Account for all fees and charges due and payable to The David Helwani Project hereunder and that no additional notice or consent is required. You agree to immediately notify The David Helwani Project of any change in your billing address or the credit card [or PayPal account] used for payment hereunder. The David Helwani Project reserves the right at any time to change its prices and billing methods, either immediately upon posting on The David Helwani Project Properties or by e-mail delivery to you.

7.3 Orders. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

7.4 Products or Services. Certain products or services may be available exclusively online through the Website. These products or services may have limited quantities and are subject to our return, exchange, and refund policies (https://davidhelwani.myshopify.com/pages/returns-and-exchanges). We have made every effort to display as accurately as possible the colors and images of our products that appear on the Website. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Website is void where prohibited.

7.5 Taxes. The David Helwani Project’s fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to The David Helwani Project, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify The David Helwani Project for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that The David Helwani Project is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

7.6 Withholding Taxes. You agree to make all payments of fees to The David Helwani Project free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to The David Helwani Project will be your sole responsibility, and you will provide The David Helwani Project with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

7.7 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee.

7.8 Advertising Revenue. The David Helwani Project reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that The David Helwani Project has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by The David Helwani Project as a result of such advertising.

7.9 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: 202 west 40th street, 5th floor, New York, NY 10018. 

7.10 Returns and Refunds. If for any reason you are not satisfied with a purchase you make on the Website, please return it in accordance with the terms of our return policy or limited warranty, as applicable (https://davidhelwani.myshopify.com/pages/returns-and-exchanges).

7.12 Third Party Provider. Shopify, Inc. provides The David Helwani Project payment services, and is The David Helwani Project’s third party service provider (e.g., card acceptance, merchant settlement, and related services). By buying the The David Helwani Project Properties, you agree to be bound by Shopify’s Privacy Policy: https://www.shopify.com/legal/privacy and hereby consent and authorize the The David Helwani Project and Shopify to share any information and payment instructions you provide with Third Party Service Provider(s) to the minimum extent required to complete your transactions.

7.13 Shipping. The David Helwani Project will use commercially reasonable efforts to meet any shipment schedules set forth on the Services. However, any shipment date or forecast provided by The David Helwani Project is only an estimate of the time required to make shipment. Unless otherwise agreed to by The David Helwani Project, all items will be shipped by The David Helwani Project, or its designated representative, in The David Helwani Project’s standard packaging using a delivery service specified by The David Helwani Project. For additional information about shipping, please see: https://davidhelwani.com/pages/shipping.

8. Indemnification.You agree to indemnify and hold The David Helwani Project, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “The David Helwani Project Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) any content you may post; (b) your use of, or inability to use, The David Helwani Project Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. The David Helwani Project reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The David Helwani Project in asserting any available defenses. This provision does not require you to indemnify any of The David Helwani Project Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to The David Helwani Project Properties.

9. Disclaimer of Warranties and Conditions.

9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE DAVID HELWANI PROJECT PROPERTIES IS AT YOUR SOLE RISK, AND THE DAVID HELWANI PROJECT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE DAVID HELWANI PROJECT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. This Section 9 does not affect in any way our return policy or limited warranty for goods purchased on the Website. Returns or refunds will be made subject to Section 7.8 (https://davidhelwani.myshopify.com/pages/returns-and-exchanges).

(a) THE DAVID HELWANI PROJECT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE DAVID HELWANI PROJECT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE DAVID HELWANI PROJECT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DAVID HELWANI PROJECT PROPERTIES WILL BE ACCURATE OR RELIABLE.

 

(b) ANY CONTENT ACCESSED THROUGH THE DAVID HELWANI PROJECT PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE DAVID HELWANI PROJECT PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

 

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE DAVID HELWANI PROJECT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

 

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE DAVID HELWANI PROJECT OR THROUGH THE DAVID HELWANI PROJECT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

(e) FROM TIME TO TIME, THE DAVID HELWANI PROJECT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT THE DAVID HELWANI PROJECT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

 

9.2 As Is. YOU ACKNOWLEDGE AND AGREE THAT THE DAVID HELWANI PROJECT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE DAVID HELWANI PROJECT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

9.3 As Is. 1.1 YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE DAVID HELWANI PROJECT PROPERTIES. YOU UNDERSTAND THAT THE DAVID HELWANI PROJECT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE DAVID HELWANI PROJECT PROPERTIES.

10. Limitation of Liability.

10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE DAVID HELWANI PROJECT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DAVID HELWANI PROJECT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE DAVID HELWANI PROJECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE DAVID HELWANI PROJECT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE DAVID HELWANI PROJECT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE DAVID HELWANI PROJECT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE DAVID HELWANI PROJECT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE DAVID HELWANI PROJECT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A THE DAVID HELWANI PROJECT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A THE DAVID HELWANI PROJECT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A THE DAVID HELWANI PROJECT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE DAVID HELWANI PROJECT DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY THE DAVID HELWANI PROJECT’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE DAVID HELWANI PROJECT PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO The David Helwani Project by you during the one-month period prior to the act, omission or occurrence giving rise to such liability and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A THE DAVID HELWANI PROJECT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A THE DAVID HELWANI PROJECT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A THE DAVID HELWANI PROJECT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

10.3 User Content. EXCEPT FOR THE DAVID HELWANI PROJECT’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE THE DAVID HELWANI PROJECT’S PRIVACY POLICY, THE DAVID HELWANI PROJECT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

10.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE DAVID HELWANI PROJECT AND YOU.

11. Remedies.

11.1 Violations. If The David Helwani Project becomes aware of any possible violations by you of the Terms, The David Helwani Project reserves the right to investigate such violations. If, as a result of the investigation, The David Helwani Project believes that criminal activity has occurred, The David Helwani Project reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The David Helwani Project is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in The David Helwani Project Properties, including any content you may post, in The David Helwani Project’s possession in connection with your use of The David Helwani Project Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that the content you may post violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of The David Helwani Project, its Users or the public, and all enforcement or other government officials, as The David Helwani Project in its sole discretion believes to be necessary or appropriate.

11.2 Breach. In the event that The David Helwani Project determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for The David Helwani Project Properties, The David Helwani Project reserves the right to:

(a) Warn you via e-mail (to any e-mail address you have provided to The David Helwani Project) that you have violated the Terms;

 

(b) Delete any of the content you may post provided by you or your agent(s) to The David Helwani Project Properties;

 

(c) Discontinue your registration(s) with the any of The David Helwani Project Properties, including any Services or any The David Helwani Project community;

 

(d) Discontinue your subscription to any Services;

 

(e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

 

(f) Pursue any other action which The David Helwani Project deems to be appropriate.

 

12. Term and Termination.

12.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use The David Helwani Project Properties, unless terminated earlier in accordance with the Terms.

12.2 Prior Use. Notwithstanding the foregoing, if you used The David Helwani Project Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used The David Helwani Project Properties (whichever is earlier) and will remain in full force and effect while you use The David Helwani Project Properties, unless earlier terminated in accordance with the Terms.

12.3 Termination of Services by The David Helwani Project. 1.1 If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if The David Helwani Project is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), The David Helwani Project has the right to, immediately and without notice, suspend or terminate any Services provided to you. The David Helwani Project reserves the right to refuse service and/or prohibit or terminate access to the The David Helwani Project Properties, in whole or in part, for any or no reason, at any time in its sole discretion, with or without notice to you. Further, your breach of these Terms may jeopardize your continued use of The David Helwani Project Properties and may result in the cancellation of your orders, among other consequences. You agree that all terminations for cause shall be made in The David Helwani Project’s sole discretion and that The David Helwani Project shall not be liable to you or any third party for any termination of your Account.

12.4 Termination of Services by You. If you want to terminate the Services provided by The David Helwani Project, you may do so by (a) notifying The David Helwani Project at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to The David Helwani Project's address set forth below.

12.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including the content you may post. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of any content you may post associated therewith from our live databases. The David Helwani Project will not have any liability whatsoever to you for any suspension or termination, including for deletion of the content you may post. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12.6 No Subsequent Registration. If your registration(s) with or ability to access The David Helwani Project Properties, or any other The David Helwani Project community is discontinued by The David Helwani Project due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access The David Helwani Project Properties or any The David Helwani Project community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those The David Helwani Project Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, The David Helwani Project reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

13. International Users.The David Helwani Project Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that The David Helwani Project intends to announce such Services or Content in your country. The David Helwani Project Properties are controlled and offered by The David Helwani Project from its facilities in the United States of America. The David Helwani Project makes no representations that The David Helwani Project Properties are appropriate or available for use in other locations. Those who access or use The David Helwani Project Properties from other countries do so at their own volition and are responsible for compliance with local law.
14. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with The David Helwani Project and limits the manner in which you can seek relief from us.

14.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with The David Helwani Project, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or The David Helwani Project may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

14.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, The David Helwani Project will pay them for you. In addition, The David Helwani Project will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

14.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and The David Helwani Project. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

14.4 Waiver of Jury Trial.YOU AND THE DAVID HELWANI PROJECT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and The David Helwani Project are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

14.5 Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.

14.6 30-Day Right to Opt Out. Y1.1 You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 202 west 40th street, 5th Floor, New York, NY 10018, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your The David Helwani Project username (if any), the email address you used to set up your The David Helwani Project account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

14.7 Severability. Except as provided in subsection 14.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

14.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with The David Helwani Project.

14.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if The David Helwani Project makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing The David Helwani Project at the following address: 202 West 40th Street, 5th Floor, New York, NY 10018.

15. General Provisions.

15.1 Electronic Communications. The communications between you and The David Helwani Project use electronic means, whether you visit The David Helwani Project Properties or send The David Helwani Project e-mails, or whether The David Helwani Project posts notices on The David Helwani Project Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from The David Helwani Project in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that The David Helwani Project provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

15.2 Release. You hereby release The David Helwani Project Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of The David Helwani Project Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of The David Helwani Project Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor. The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a The David Helwani Project Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.

15.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without The David Helwani Project’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 Force Majeure. The David Helwani Project shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a Force Majeure event occurs that affects The David Helwani Project’s performance of its obligations under these Terms: (a) The David Helwani Project will contact you as soon as reasonably possible to notify you; and (b) The David Helwani Project’s obligations under these Terms will be suspended and the time for The David Helwani Project’s performance of its obligations will be extended for the duration of the Force Majeure event. You may cancel the Services affected by a Force Majeure event which has continued for more than 30 days. To cancel please contact The David Helwani Project.

15.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to The David Helwani Project Properties, please contact us at: INFO@DAVIDHELWANI.COM. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

15.6 Limitation Period. YOU AND THE DAVID HELWANI PROJECT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE DAVID HELWANI PROJECT PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

15.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and The David Helwani Project agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

15.8 Governing Law and Jurisdiction. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS. EACH PARTY IRREVOCABLY AGREES THAT THE COURTS OF ENGLAND AND WALES SHALL HAVE NON-EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER OR FORMATION (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS).

15.9 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. These Terms, and any contract between us, are only in the English language. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

15.10 Notice. 1.1 Where The David Helwani Project requires that you provide an e-mail address, you are responsible for providing The David Helwani Project with your most current e-mail address. In the event that the last e-mail address you provided to The David Helwani Project is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, The David Helwani Project’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to The David Helwani Project at the following address: 202 West 40th Street, 5th Floor, New York, NY 10018. Such notice shall be deemed given when received by The David Helwani Project by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

15.11 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

15.13 Export Control. You may not use, export, import, or transfer The David Helwani Project Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained The David Helwani Project Properties, and any other applicable laws. In particular, but without limitation, The David Helwani Project Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using The David Helwani Project Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use The David Helwani Project Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by The David Helwani Project are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer The David Helwani Project products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

15.14 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

15.15 Entire Agreement. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

16. International Provisions.

16.1 United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

16.2 Germany. Notwithstanding anything to the contrary in Section 10, The David Helwani Project is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations.

End of Terms