Agatha Terms

Terms of Use
(Effective as of June 2017)

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (REFERENCED HEREIN AS “YOU” OR WITH “YOUR”) AND ONION PLUG, LLC (REFERENCED HEREIN AS “AGATHA”).  YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS OF USE (REFERENCED HEREIN AS THE “AGREEMENT”) BECAUSE THEY GOVERN YOUR USE OF THE AGATHA WEBSITE LOCATED AT WWW.AGATHA.COM AND THE AGATHA MOBILE APPLICATION (REFERENCED COLLECTIVELY HEREIN AS THE “SERVICE”).

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND LEGALLY BY IT. YOU ALSO AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF ANY THIRD-PARTY GOODS AND/OR SERVICE PROVIDERS ASSOCIATED WITH THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION TO USE THE SERVICE AND YOU MUST IMMEDIATELY STOP USE OF THE SERVICE.

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND AGATHA MAY HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT ANY CLAIMS YOU HAVE AGAINST AGATHA 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.

MODIFICATIONS TO TERMS: AGATHA may update these terms and conditions at any time by posting or sending you a revised version of the Agreement, and may do so without advance notice to you.  Accordingly, please review the terms and conditions found at this location on a periodic basis.  Each time you access the Service, you agree to be bound by the Agreement in effect at the time you access the Service.  If you do not agree to the revised terms, do not use the Service.

INTRODUCTION. Agatha is a mobile application service, which provides users with probabilities of success in certain situations after the user inputs his or her personal variables. Agatha also provides the ability to generate ambient numbers personalized to the user.

LICENSE GRANT.  Subject to your continued compliance with this Agreement, Agatha provides to you a single, revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services during the term of this Agreement on your (and a single) computer, mobile phone, or other computing device and only for personal or internal business purposes.  The content layout, formatting features of and online or remote access processes or privileges for the Services shall be as specified by Agatha in its sole discretion.  You also acknowledge and agree to the following: (i) Agatha has the right to control and direct the means, manner, and method by which the Service is provided; (ii) Agatha may, from time to time, engage independent contractors, consultants, or subcontractors to aid Agatha in providing the Service or use thereof, and (iii) Agatha has the right to provide the Service to others.   

RESTRICTIONS ON USE.  All rights not expressly granted under this Agreement are hereby reserved to Agatha.  Accordingly, you are hereby prohibited from using the Service in any manner that is not expressly and unambiguously authorized by this Agreement.  You therefore may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, reverse engineer, decompile, extract source code, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Service, or any portion of the Service, without Agatha’s prior written consent except as expressly and unambiguously authorized herein.  Moreover, you may not (a) attempt to gain unauthorized access to any portion or feature of the Service or any other system(s) or network(s) connected to the Service or to any Agatha server or to any of the services offered on or through the Service by hacking, password “mining,” or any other illegitimate or prohibited means; (b) probe, scan, or test the vulnerability of the Service or any network(s) connected to the Service, nor breach the security or authentication measures on the Service or any network(s) connected to the Service; (c) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Service; (d) use any device, software, or routine to interfere with the proper working of the Service or any transaction conducted on the Service, or with any other person’s use of the Service; (e) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Agatha on or through the Service; (f)  delete, obscure, or in any manner alter any warning or link that appears in the Service; or (g) use the Services in an unlawful manner, including, without limitation, to post, upload, transmit, or otherwise make available any material which violates, misappropriates, or infringes in any way upon the rights of others, is unlawful, threating, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, or encourages conduct that would constitute unlawful conduct.  
GENERAL RIGHTS YOU GRANT US.  You permit Agatha the right (i) to allow the Service to use the processor, bandwidth, and storage hardware on your mobile device or other device used to access the Service in order to facilitate the operation of the Service, (ii) to provide advertising and other information to you, and (iii) to allow our business partners to do the same.

You further grant to Agatha a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide right and license to use, reproduce, display, publish, translate, modify, create derivative works from, and distribute the data and information you submit or provide to the Service that is gathered by Agatha in connection with your use of the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created; provided that such data is used in a form that does not personally identify you. You represent and warrant that you have all necessary permissions to share your data and information.  

ELIGIBILITY. You must be at least 18 years of age to create an account on Agatha and use the Service. By creating and account and using the Service, you represent and warrant that you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction–meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition and that you have never been convicted of a felony or been required to register as a sex offender with any state, federal or local sex offender registry.

USER OBLIGATIONS.  By downloading, accessing, or using the Service, you covenant that you will abide by all applicable local, state, and national laws and regulations with respect to your use of the Service and that you are at least the legal age of majority.  You further covenant you will at all times provide true, accurate, current, and complete information (and updates thereto) when submitting information to Agatha through the Service, and agree to provide Agatha reasonable cooperation in connection with operation of or support for the Service.  You also acknowledge and agree that additional notices, terms, and conditions may apply to the use of other Agatha services or solutions.  Agatha will provide notice of any application notices, terms, and conditions for its services or solutions.

ACCOUNT.  You may be required to register to use the Service.  Each registration is for a single user only, unless otherwise expressly agreed upon by Agatha.  Registration for access to and use of the Service may also require access credentials, such as a user name and a password, or adherence to other particular access requirements as designated by Agatha in its sole discretion from time to time.  You hereby agree to consider your access credentials, such as a user name and password, as confidential information and not to disclose such information to any third party without the prior express written consent of Agatha, which may be withheld in its sole discretion.  In addition, you agree to assume all responsibility concerning your use of the Service, including being held responsible for any and all activity occurring through your user name and password (and the related account access).  You shall immediately notify Agatha if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password.   

FEE & SUBSCRIPTION. The Service is provided, per the terms of this Agreement, without an additional fee unless, if applicable, you have activated the ad-free features by purchasing a subscription to that service.  A subscription functions as an “in-app” purchase option, which will disable all advertising served through the application. If applicable, subscription payments will be processed by Agatha or a participating mobile app provider, such as Google Play or Apple iTunes, from which you originally downloaded the application. Additional terms or conditions may apply to a subscription at the time of order or renewal.

MOBILE SERVICES.  The Service offers various tools or display functionality that are available to you via your mobile phone or other mobile computing device (collectively, “Mobile Services”).  Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services.  In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices or in all locations.  Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices; what restrictions, if any, may be applicable to your use of the Mobile Services; and how much such use will cost you.  Nevertheless, all use of the Service shall be strictly in accordance with this Agreement.

DATA COLLECTION, COMMUNICATIONS & UPDATES.  By installing, accessing, or using the Service, you agree to allow Agatha to collect (on behalf of itself and its business partners) certain information regarding your use of the Service (including, without limitation, certain data regarding your mobile device (e.g., type of device, unique device ID, etc.), operating software, feature utilization, navigation, and personal information (e.g., name, email, etc.)).  In particular, if you elect to use certain location-based features or services, Agatha may collect your precise location.  You authorize Agatha to locate your device and to record, compile, and/or display your location.  Agatha shall use reasonable skill and due care in providing the Service, but neither Agatha nor any of its service and/or content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data displayed by the Service.

Subject to the rights granted to Agatha above, we maintain location information only so long as is reasonable to provide the Service and then delete location data tied to your personal information.  Agatha may maintain de-identified location data for a longer period of time in order to analyze aggregate trends and metrics. Agatha may use and/or share location information with third parties for purposes of targeting advertising to the device. You also agree to receive electronic communications from Agatha.  These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Service or Agatha’s other products, solutions, or services.  These electronic communications are part of your relationship with Agatha and you receive them as part of your use of the Service.  You therefore hereby agree that any such notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements.  Further, you understand and agree that installation of the Service permits the downloading of updates and upgrades, including for the purpose(s) of fixing product defects or providing enhancements.  You will be given notice and an opportunity to accept or refuse any update or upgrade that we provide; provided, however, that refusal of an update or upgrade may impact performance of the Service.  

PRIVACY POLICY & OPT-OUT.  Please see Agatha’s Privacy Policy located at (http://www.onionplug.com) for more details on Agatha’s collection and use of data including location-based information or personally identifiable information.  Your use of the Service and the collection of location-based or personally identifiable information by and through the Service is addressed by Agatha’s Privacy Policy.  You may opt-out of certain information collection, such as location-based information, by adjusting the settings on your device or following any further details set forth in Agatha’s Privacy Policy.  Please note that your opt-out choice may apply only to the particular browser or device you are using when you opt out.    

FEEDBACK.  Agatha welcomes your feedback and suggestions about Agatha’s products or services or with respect to how to improve the Service.  By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Agatha, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Agatha and enable Agatha to use such Feedback.  In addition, any Feedback received by Agatha will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for Agatha to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.

LINKS TO OTHER SITES.  The Service may connect to certain third party websites or online networks (collectively, “Third Party Sites”).  These Third Party Sites have not necessarily been reviewed by Agatha and are owned, controlled and/or maintained solely by third parties over whom Agatha exercises no control.  Your correspondence or any other dealings with third parties found through any Third Party Sites on the Service is solely between you and such third party.  Accordingly, Agatha hereby expressly disclaims and shall not have any liability or responsibility for any Third Party Sites.

PROPRIETARY RIGHTS.  This Agreement provides only a limited license to access and use the Service in accordance with the terms of this Agreement.  Accordingly, you hereby agree that Agatha transfers no ownership or intellectual property interest or title in and to the Service or any other Agatha intellectual property to you or anyone else in connection with your use of the Service.  All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Service are exclusively owned, controlled, and/or licensed by Agatha, Inc. or its licensor(s) or affiliate(s).  Agatha, and all other marks identifying the products or services of Agatha are proprietary trademarks of Agatha, Inc., and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the prior express written permission of Agatha is hereby strictly prohibited.  

CONFIDENTIALITY.  You acknowledge and agree that the Service contains proprietary trade secrets and confidential or nonpublic information of Agatha and/or its licensors (the “Confidential Information”).  You agree to secure and protect the confidentiality of the Confidential Information of Agatha (and/or its licensors) in a manner consistent with the maintenance of Agatha’s rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts.  You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement.

DISCLAIMER.  THE SERVICE IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. AGATHA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE.  TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, AGATHA DOES NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE SERVICE WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.  AGATHA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS.  THEREFORE, YOU ASSUME THE ENTIRE RISK REGARDING THE QUALITY AND/OR PERFORMANCE OF THE SERVICE.  YOU SPECIFICALLY ACKNOWLEDGE THAT AGATHA IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES OVER WHICH IT HAS NO CONTROL. FURTHERMORE, AGATHA EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY OF PROBABILITES OR PREDICTIONS GENERATED BY THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT PROBABILITIES OR PREDICTIONS GENERATED THE SERVICE MAY INCLUDE INNACURACIES.    

LIMITATION OF LIABILITY.  YOU ALSO EXPRESSLY ABSOLVE AND RELEASE AGATHA FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND AGATHA’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS, COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS.  MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AGATHA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DEALINGS OR AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY (INCLUDING, DATA STORAGE), AND MATERIALS AVAILABLE THROUGH THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF AGATHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ADDITION, TOTAL LIABILITY OF AGATHA FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICE SHALL NOT EXCEED $100 (US) OR THE AMOUNT PAID BY YOU TO AGATHA (FOR USE OF THE SERVICE) DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, WHICHEVER IS GREATER. FURTHERMORE, YOU EXPRESSLY ABSOLVE AND RELEASE AGATHA FROM ANY LIABILITY IN RELATION TO THE ACCURACY OR INACCURACY OF PROBABILITIES OR PREDICTIONS GENERATED BY THE SERVICE.
INDEMNIFICATION. 

You agree to indemnify, defend, and hold Agatha (and its affiliated companies, contractors, employees, agents, and suppliers and partners) harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys’ fees, arising out of or related in any manner to your use or misuse of the Service, including without limitation your access to or use of the Service, any breach or alleged violation of the rights of any other person or entity by you, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right and any breach or alleged violation by of this Agreement.

SECURITY & ENFORCEMENT.  Agatha reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Service (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Service.  Agatha may share any User Information Agatha obtains from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity.  Agatha will also disclose User Information as required by any court order and/or subpoena.  In addition, Agatha hereby reserves the right in its sole discretion to, at any time and without notice, modify, suspend, terminate, and/or interrupt operation of or access to the Service, or any portion thereof, in order to protect the Service, Agatha’s intellectual property, Agatha, or the business interests of Agatha and/or its members and affiliates.

INJUNCTIVE RELIEF.  You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Agatha’s intellectual property or proprietary rights, may cause irreparable injury to Agatha, whereby such injury would not be quantifiable in monetary damages, and Agatha would not have an adequate remedy at law.  In the event of such injury or potential for such injury you therefore hereby agree that Agatha shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.  
GOVERNING LAW.  This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of California as applied to agreements entered into and completely performed in the State of California. You agree to the personal jurisdiction by and venue in any federal or state court in the State of California and waive any objection to such jurisdiction or venue and further to a jury trial in any action.  You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed.  Any claim you might have against Agatha must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.  In any legal proceeding brought by Agatha, Agatha shall have the right to seek and be awarded all reasonable attorneys’ fees and costs in addition to any other relief, at law or in equity, to which Agatha may be entitled.  A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other documents and records originally generated and maintained in printed form.  Please print a copy of this Agreement or contact Agatha if you wish to receive a printed copy of this Agreement.

ARBITRATION PROVISION. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Agatha on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Agatha, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Agatha by someone else.
You and Agatha agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Agatha, and not in a court of law.

You acknowledge and agree that you and Agatha are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Agatha otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Agatha each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
The arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with the JAMS’s Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”) then in effect, except as modified by this Arbitration Agreement. The JAMS Rules are available at https://www.jamsadr.com/files/Uploads/Documents/JAMS-Rules/JAMS_comprehensive_arbitration_rules-2014.pdf.   

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and JAMS Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. (The JAMS provides a form Demand for Arbitration – at https://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the JAMS's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the JAMS will appoint the Arbitrator in accordance with the JAMS Rules.

Unless you and Agatha otherwise agree, the arbitration will be conducted in Los Angeles county. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Agatha submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The Arbitrator will render an award within the time frame specified in the JAMS Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Agatha will not seek, and hereby waives all rights Agatha may have under applicable law to recover, attorneys' fees and expenses if Agatha prevails in arbitration.

Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules.

Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Agatha changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Agatha written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, or (b) by email from the email address associated with your account. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Agatha in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

TERM AND TERMINATION. This Agreement will take (re-take) effect at the time you click “I ACCEPT,” download the Service or begin using the Service, whichever is earliest.  You may uninstall or delete the Service at any time by utilizing the available uninstall or delete functionality offered by the applicable operating software or mobile device.  However, by uninstalling or deleting the Service, you will no longer be able to access the Service’s functionality or related services and will not be entitled to any refund of any amount paid for a subscription.  This Agreement will terminate automatically if (i) you fail to comply with any of its terms and conditions; or (ii) cease all use of the Service.  Termination will be effective without notice.  In addition, Agatha may in its sole discretion terminate this Agreement or suspend service upon notice to you for any or no reason.  Upon termination of this Agreement, any and all right(s) to use the Service shall immediately cease and you must promptly delete or destroy all copies of the Service in your possession or control. Sections 3, 4, 6, 7, 10, and 12-27 will survive the termination of this Agreement.

WAIVER & SEVERABILITY.  Agatha’s failure to insist upon strict performance of any of the terms and conditions of this Agreement by you will not operate as a waiver of any subsequent default or failure of performance.  If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

OTHER TERMS AND CONDITIONS.  Additional notices, terms, and conditions may apply to subscription, fee, or related payment terms.

MISCELLANEOUS.  You hereby agree that (a) this Agreement operates in addition to any terms of use imposed or required by Apple Inc., Google, Inc., Microsoft, Inc. or any other digital download platform from which you download the Service (“App Provider Terms”); and (b) the terms of this Agreement supplement and do not alter or amend any such App Provider Terms.  No joint venture, partnership, employment, or agency relationship exists between you and Agatha as a result of this Agreement or your utilization of the Service.  Headings are for convenience only.  This Agreement [and Agatha’s Privacy Policy found at http://www.onionplug.com/] represent the entire agreement between you and Agatha with respect to use of the Service, and hereby supersede all prior and/or contemporaneous communications and proposals, whether electronic, oral, or written between you and Agatha.  You may not assign, delegate, or transfer any rights under this Agreement without the prior express written consent of Agatha, which may be withheld in Agatha’s sole discretion.  Agatha may update these terms and conditions at any time by posting or sending you a revised version of the Agreement, and may do so without advance notice to you.  Accordingly, please review the terms and conditions found at this location on a periodic basis.  Each time you access the Service, you agree to be bound by the Agreement in effect at the time you access the Service.  If you do not agree to the revised terms, do not use the Service.