Agency Terms of Service
These Agency Terms of Service are effective as of October 1, 2021.
1. Our Service.
Welcome to Off The Limb! Off The Limb is where neighbors come together for trusted connections and the exchange of helpful information, goods, and services. We believe by bringing neighbors together, we can cultivate a kinder world where everyone has a neighborhood they can rely on.
These Agency Terms of Service, together with any applicable policies and guidelines we may publish from time to time on our site (these “Terms”) describe the rights and responsibilities related to use of Off The Limb’s website, mobile apps, products, features and marketing campaigns (the “Services”) as a registered Agency member of Off The Limb.
These Terms apply specifically to the qualifying Agencies that have purchased or been granted free access to and use of our Services. These Terms are separate from the terms we offer to our residential and business members and are not intended to confer any rights or remedies upon any person or entity other than the registered Agency and its authorized users. For clarity, Off The Limb’s Member Agreement does not apply to registered Agencies and its authorized Users.
These Terms constitute a binding, legal contract. By applying to become an Agency member, completing Agency Page information, setting up User access for Yourself or another individual, or otherwise accessing or using the Off The Limb Services, You represent that: (i) You are an employee or other authorized representative of such Agency; (ii) You have the authority to perform the act You are completing on behalf of such Agency (e.g. member application submission) and to so bind the Agency and any other authorized Users, as applicable; and (iii) You accept these Terms on behalf of Yourself and the Agency and, where applicable, other authorized Users for whom You are acting. If any of these statements are incorrect or untrue, or if You do not accept these Terms, then You should not complete the Agency Page information, set up User access for Yourself or others, as applicable, or otherwise use the Off The Limb Services.
BY REGISTERING, ACCESSING OR USING OUR SERVICES, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS. IF THE AGENCY IS LEGALLY UNABLE TO ACCEPT ANY TERMS OR CONDITIONS OF THESE TERMS, YOU MAY NOTIFY OFF THE LIMB AND SHOULD AWAIT RESPONSE BEFORE ANY USE OF THE SERVICES.
IMPORTANT: U.S. AGENCIES, PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH OFF THE LIMB THROUGH FINAL AND BINDING ARBITRATION. IF AGENCY IS NOT LEGALLY ABLE TO ACCEPT THE ARBITRATION AGREEMENT, THEN IT WILL NOT APPLY TO AGENCY SO LONG AS AGENCY FOLLOWS THE PROCEDURES TO NOTIFY US AS DESCRIBED IN SECTION 15.
2. Definitions. As used in these Terms the following definitions apply:
a. “Agency” means any agency, entity or organization that has been granted access to an Agency Page by Off The Limb. Agencies may include, but are not limited to, any qualifying public or quasi-public agency, private utility, special district agency, public venue or other similar entity or organization that provides services to the public, has public impact or provides community-wide benefits, such as federal, regional, state, county, city governments, energy and water utilities, special districts, and non-governmental organizations.
b. “Agency Page” means the account, including all identifying information, logins, passwords and credentials, as utilized by the Agency and its Users to access and use the Services and through which the Agency communicates with other Off The Limb members.
c. “Content” refers to the information, text, links, graphics, photos, videos, and other materials of Off The Limb or Members shared via the Services, as applicable.
d. “Member” refers to Neighbor members and Agency members (and their Users) of Off The Limb.
e. “Neighbor” refers to those individual residential members and business members of Off The Limb that are not Agency members.
f. “Off The Limb”, “We”, “Us” and “Our” refer to the companies operating and providing the Services as follows: for Agencies in Australia, Off The Limb Australia Pty Ltd, Level 33, Australia Square 264 George Street Sydney, New South Wales 2000 Australia; for Agencies in Canada, Off The Limb Canada Ltd, 1 Yonge Street Suite 1801 Toronto, Ontario M5E 1W7; for Agencies in the United Kingdom, Off The Limb Europe UK Ltd., C/O Legalinx Limited Tallis House 2 Tallis Street Temple, London, United Kingdom EC4Y 0AB; for Agencies in the EU or elsewhere outside the United States, Australia, Canada and the United Kingdom, Off The Limb EMEA Limited, an Irish registered company, Digital Depot, Thomas Street West, Dublin 8, Ireland; and for Agencies in the United States, Off The Limb, Inc., 420 Taylor, San Francisco, CA 94102. The term Off The Limb may also be used in reference to our websites and applications.
g. “Off The Limb Entities” refers to Off The Limb, its affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors.
h. “You” and “Your” refer to any individual applying or registering for an Agency Page or User access thereunder or submitting Agency Page profile information, as applicable.
i. “User” refers to an authorized individual person or official title, as applicable, accessing and using our Services via an Agency.
3. Eligibility, Verification and Paid Agencies.
Off The Limb’s Services constitute a “commercial item” as that term is defined at 48 C.F.R. § 2.101, and the Services are therefore provided to You only pursuant to the terms and conditions herein. You must be an employee or other authorized representative of Your organization and Your organization must be approved by Off The Limb for Agency Page access.
An individual may not become a User or use our Services via an Agency Page if: (1) the individual is a resident of the United States under 13 years old, a resident of the EU under 16 years old or does not meet applicable age requirements for Off The Limb to process their personal data without parental consent where such individual lives; (2) the individual is a registered sex offender or shares a household with one; (3) We previously disabled the individual’s Agency User account for violations of these Terms; (4) the individual is prohibited from receiving our Services or accessing our websites or applications under applicable law or the policies or determination of the Agency. Where a User is under age 18, a competent parent or legal guardian must also accept these Terms on the User’s behalf.
We will verify the information submitted by You within the Agency application, such as Your organization’s name, your individual role or title at such organization, and the geographic service area of Your organization, via the means We deem appropriate.
ALL ACTIVITIES COMPLETED BY AN AGENCY AND ITS USERS ON OFF THE LIMB OR THROUGH OUR SERVICES MAY BE DONE ONLY IN THE OFFICIAL CAPACITY OF THE AGENCY. Agency and its Users’ use of Off The Limb may not be associated with any personal affairs, alternate business or other non-official benefit or purpose.
Certain Agencies, once approved by Us for access to the Services, must pay applicable fees associated with the Agency Page (each a “Paid Account”). Details regarding which Agency organizations must purchase Paid Accounts can be found here. Paid Accounts are subject to additional terms that may be included in separate, negotiated Statement(s) of Work (“SOW(s)”) between the Agency and Off The Limb, or other Paid Account terms We may publish from time to time. An Agency with a Paid Account will be charged an annual or monthly subscription fee, as applicable (the “Subscription Fee”) for use of Our Services. Subscription Fees will be charged in accordance with our posted payment policies or the relevant SOW, as applicable, which are incorporated into these Terms by this reference.
Agency may terminate these Terms with Off The Limb at any time by deactivating its Agency Page and discontinuing Users’ use of the Services. Unless otherwise provided in a SOW or other separate agreement between the Agency and Off The Limb, We may suspend, terminate, delete or deactivate an Agency Page, or stop providing Agency or its Users with all or part of the Services at any time, without liability, for any or no reason, including for Agency’s provision of inaccurate or incomplete registration information; where Agency Page information or profile details are insufficient; in the event We think the Agency no longer meets Our membership criteria; in the event login credentials are, or are reasonably believed by Us to be, at clear and substantial risk of being lost, stolen or misappropriated by any unauthorized party or used by an individual outside the individual’s official capacity for the Agency; or where We deem that Agency or its Users have violated these Terms or any applicable policies. In the event of Termination, the Terms set forth in Sections 8, 9, and 11-16 still apply.
5. Agency Page Requirements; User Access.
The first User to access or use an Agency Page on behalf of the Agency will typically be assigned as an “Admin User”. Admin Users help establish the Agency’s geographical service area on Off The Limb and may invite additional individuals to become additional Users, and manage Users’ access to the Agency Page.
When creating User access, the following parameters must be met (unless We otherwise expressly consent or advise): (i) each User must have a unique email address; (ii) each User email address must be associated with the Agency through a shared root domain; (iii) a User should not utilize more than one login and password to access Off The Limb on behalf of the Agency; and (iv) unless instructed by the Agency, logins and passwords should not be shared among Users. Additionally, we strongly recommend that all Users list their real name and title when setting up their profile and accessing the Services as part of their Agency.
Each Agency Page must include a link to the Agency’s external official website or home page. All Agency Page information will be publicly viewable within the Off The Limb neighborhoods served by that Agency. The Agency Page or a User’s affiliation with such Agency, as applicable, will appear alongside all Agency Content (defined below) posted by such Agency and its Users.
Agencies and their Users are not permitted or able to hide their profile information.
An Agency may set its own additional criteria for being an authorized User with Agency Page access; Off The Limb disclaims responsibility for enforcing any such criteria. We do not supervise Users or the use of Agency Pages; that responsibility lies with the Agency in the same manner such Agency is responsible for supervising and managing its employees and representatives (e.g., in accordance with applicable codes of conduct, ethics, and other office or work standards). User access to an Agency Page is tied to the User’s official role at the Agency; if the User’s position terminates (for example, the User resigns, or a term of office comes to an end), such User’s access to the Agency Page must be revoked.
AGENCY AND ITS USERS ARE RESPONSIBLE FOR MAINTAINING THE SECURITY OF THE AGENCY PAGE, INCLUDING BY PROTECTING USER LOGINS AND PASSWORDS VIA SOFTWARE OR OTHER PHYSICAL OR ELECTRONIC MEANS, AND BY NOT SHARING LOGINS OR PASSWORDS UNLESS INSTRUCTED BY THE AGENCY.
6. Agency Content & Feedback.
The Agency retains all ownership rights to the Content submitted to Off The Limb by Agency or its Users (collectively, “Agency Content”), subject to certain permissions granted to Us as set out in Section 7 (Permissions Granted to Off The Limb) below. Additional details on the viewability of Agency Content by other Members are set out in Section 10 (Communicating with Other Members) below.
The Agency and its Users are responsible for their acts and Agency Content they contribute to Us. These Terms include all Our Community Guidelines (including our Community Guidelines for Public Agencies and Service Providers) (collectively, the “Guidelines”). Our Guidelines apply to all Agency Content submitted on Off The Limb, including submissions in Direct Messages.
We reserve the right to proactively moderate Agency Content posted by Agency or their Users, and we can remove Agency Content posted via an Agency Page, where such Agency Content violates these Terms, Guidelines or our other policies, or otherwise constitutes behavior that we think harms an Off The Limb, an Off The Limb neighborhood or any of Our Members. Agency Content posted before an Agency Page is deactivated may remain visible after the Agency Page deactivation.
a. Agency Content should communicate information of general interest or benefit to the Off The Limb neighborhood(s) that the Agency serves.
b. Agency Content should not include any information that the Agency or the applicable User doesn’t have the right to publish.
c. Agency Content cannot infringe on the intellectual property rights of another or be unlawful, misleading, discriminatory, fraudulent, or otherwise tortious.
d. Agency Content may not be created or used for marketing purposes or to advocate for or against a particular candidate, officeholder, political party, or ballot measure (i.e., campaigning or politicking).
Off The Limb presumes that the actions of the Agency and its Users and Agency Content are authorized by the Agency and are legitimate. Off The Limb has no obligation to verify the scope of authority of any Agency or User, nor the accuracy or appropriateness of any Agency Content submitted by an Agency or its Users. We reserve the right to forward any requests or claims based on Agency Content to the Agency for resolution.
We appreciate feedback from Agencies. Any feedback submitted to Us by an Agency, or its Users may be freely used by Us without any restriction or obligations of compensation or confidentiality.
7. Permissions Granted by Off The Limb.
Subject to Agency’s (and its User’s) compliance with these Terms and all applicable Guidelines and policies, Off The Limb hereby grants Agency (and its Users) a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services as provided herein and by the means we make available (such as our website, apps, and APIs). We reserve all rights not expressly granted to Agency (or its Users) under these Terms. Except as permitted by Us in writing, the following uses are prohibited:
a. licensing, selling, transferring, assigning, distributing, hosting, or otherwise commercially exploiting the Services or Content;
b. modifying, preparing derivative works of, disassembling, decompiling, reverse engineering or circumventing any security or authentication measures of any part of the Services or Content; or
c. accessing the Services or Content to build a similar or competitive website, product, or service.
8. Permissions Granted to Off The Limb.
In connection with the creation and use of an Agency Page, on behalf of the Agency and its Users, You give us the following permissions in the form of a non-exclusive, transferrable, sub-licensable, royalty free and worldwide license (the “Permissions”):
a. to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of Agency’s Content based on the Agency Page settings, User settings and/or the sharing selections made when the Content is posted.
b. to use any name or profile picture submitted to Us in connection with use of the Agency Page, including for any User.
c. to provide information about the Agency and its Users’ actions related to Our Services for the purpose of serving ads, making offers or providing other sponsored content that We may display in connection with our Services.
d. to publish Agency Content in public feeds outside Off The Limb and to share Agency Content with third parties, such as news organizations, for their use and republication; and
e. where Users download and use Our mobile applications, to download and install updates to such software, if available and subject to the Users’ download setting on their device(s).
9. Information Requests.
Agency communications through Off The Limb, including communications between any Agency or User and Neighbors, may be subject to disclosure under the Freedom of Information Act (“FOIA”) and other federal, state or local “sunshine” laws. Agency interactions with its customers or constituents on Off The Limb may also be subject to the same obligations and protections as applicable in other contexts (e.g. freedom of speech rights, confidentiality Terms or court order). It is the Agency’s responsibility to comply with any FOIA requests and to abide by all applicable obligations and protections when interacting with its customers, constituents, and other Neighbors on or through our Services.
10. Communicating with Other Members.
Subject some exceptions as described below, our system is designed to prevent Members from viewing, searching, or otherwise accessing conversations or direct messages of other Members.
In general, an Agency and its Users will communicate with Neighbors primarily via area-wide posts intended to reach those individual Neighbors residing in the Off The Limb neighborhoods serviced by the Agency (“Broadcast Posts”). An Agency and its Users may also send critical, time-sensitive information and emergency details via text messages (“Emergency Alerts”) to the Off The Limb neighborhoods that the Agency services, and/or contact select Members via direct message. An Agency’s (and its Users’) ability to communicate with other Members via these means is subject to the Agency’s selections within the Service functionality, as well as the communication settings selected by each Neighbor.
Some Agencies may provide Off The Limb with Content such as GIS map files, shape files, and similar information (“Maps”). Where Maps information is provided to Us, we may use such Maps to refine Our city limit and neighborhood shape boundaries, to help the Agency compare its Maps against the neighborhood boundaries created by Our Neighbors, and to help Our Neighbors define boundaries of new neighborhoods within the communities served by that Agency. We will not otherwise use or share Agency Maps without prior permission of the Agency.
The features and limitations of Broadcast Posts, Emergency Alerts and other methods of communicating with Members on Off The Limb are further described in the Guidelines.
11. Confidentiality of Certain Off The Limb Information.
Off The Limb may provide an Agency with certain information that is proprietary and confidential to Off The Limb, such as aggregated statistics about neighborhood activity and size, neighborhood boundaries, membership information, and similar metrics available through our Service’s “Map & Metrics” function (“Off The Limb Information”). Agency and its Users must keep the Off The Limb Information confidential (and these Terms constitute the Agency’s express agreement to do so), may not disclose it to any third party, and may use such Off The Limb Information only as permitted by Off The Limb for internal official purposes. If an Agency determines that it must disclose Off The Limb Information in connection with a subpoena or similar legal duty, the Agency must notify Off The Limb in writing before doing so and provide Off The Limb with reasonable assistance if Off The Limb seeks an order to maintain the confidentiality.
12. Disclaimers; Waiver of Claims.
Off The Limb Services are intended to augment, not replace, an Agency’s official communication channels. Agency and its Users should not rely on Off The Limb as a primary channel for official communications.
While we do our best to provide our Services, Our Services are provided to the Agency and its Users on an “AS IS” and “AS AVAILABLE” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OFF THE LIMB ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Off The Limb Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to computer systems, loss of data, or other harm that results from access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; (iv) viruses or other harmful components distributed by the Services; and (v) whether the Services will meet requirements or be available on an uninterrupted, secure, or error-free basis.
We may add, change, or discontinue all or any part of Our Services at any time; if an Agency or its Users is dissatisfied, the sole remedy is to stop using Off The Limb or the affected feature. Our Services are not designed or intended for high-risk applications or circumstances requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support, weapons systems, emergency broadcast functions or in any other device or system in which any function or malfunction could result in death, personal injury or physical or environmental damage.
Neighbors have the ability to opt-out of receiving messages from any Member on Off The Limb, including Agencies. Agency acknowledges that Broadcast Posts and Emergency Alerts may not reach all Neighbors in the intended area and that text message delivery and receipt is dependent upon carrier availability and other factors beyond Our control.
To the maximum extent permitted by applicable law and the charter of the Agency, the Agency and its Users release the Off The Limb Entities from all claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with any disputes arising between the Agency (or its Users) on the one hand and any other Member on the other hand.
If Agency is a California entity or its Users are California residents, and to the extent not expressly prohibited by law or charter of the Agency, the Agency and its Users hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.”
Except to the extent prohibited by applicable law and the charter of the Agency, Agency agrees to defend, indemnify, and hold the Off The Limb Entities harmless from any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, made by any third party due to or arising out of (a) Agency’s (or its Users) use of the Services, (b) Agency’s (or its Users’) violation of these Terms, (c) Agency’s (or its Users’) violation of applicable laws or regulations, or (d) Agency Content. We reserve the right to control the defense of any matter for which Agency is required to indemnify us, and Agency agrees to cooperate with Our defense of these claims and to not settle any claim without Our prior written consent.
14. Liability Limits.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OFF THE LIMB ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) AGENCY’S (OR ITS USERS’) ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF AGENCY’S (OR ITS USERS’) TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OFF THE LIMB ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT PAID TO OFF THE LIMB IN THE PAST TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT OR OTHERWISE, AND WHETHER OR NOT THE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
We encourage You to carefully read this Section 15 as it includes important terms, including arbitration requirements and an obligation for claims to be brought individually. To the extent permitted by applicable law, the Agency and Off The Limb hereby agree to the following arbitration and dispute resolution terms:
a. Any dispute or claim relating in any way Agency’s or its Users’ access or use of the Off The Limb’s website, mobile apps, and service, or to any aspect of your relationship with Off The Limb, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
b. To begin an arbitration proceeding, the Agency must send a letter requesting arbitration and describing its claim to Off The Limb, Inc., 420 Taylor St., San Francisco, CA 94102, Attn: Legal Department, with copy to OffTheLimb1@gmail.com. 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. Off The Limb 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. Agency may choose to have the arbitration conducted by telephone, based on written submissions, or in person or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this arbitration section and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this arbitration section including, but not limited to, any claim that all or any part of this arbitration section is void or voidable. The arbitrator will decide the rights and liabilities, if any, of the parties and 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 these Terms. 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 Agency and Off The Limb.
d. AGENCY (ON BEHALF OF ITSELF AND ITS USERS) AND OFF THE LIMB HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
e. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION SECTION 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 OFF THE LIMB MEMBER, AGENCY, OR OTHER USER OF OFF THE LIMB SERVICES. 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, then the claim must be severed from the arbitration and brought into the federal or state court located in San Francisco, California. All other claims shall be arbitrated.
f. Agency shall have the right to opt out of the provisions of these Terms that mandate arbitration by sending written notice of your decision to opt out to: firstname.lastname@example.org, within 30 days after first becoming subject to a version of these Terms containing an arbitration provision. Such notice must include the Agency’s full name and address, all Off The Limb usernames and pages applicable to such opt out, and an unequivocal statement that you want to opt out of this Arbitration Terms.
g. These arbitration provisions will survive any termination of the Agency’s or any of its Users’ relationship with Off The Limb.
a. Where content on Off The Limb is believed to infringe a copyright held by Agency or its Users, Our notification agent should be reached at Off The Limb, Inc., 420 Taylor St., San Francisco, CA 94102. Phone: +1 415-569-7971. Email: email@example.com. Visit Off The Limb’s Trademark and Copyright Takedown Policy for additional information.
b. These Terms constitute the entire Terms between the Agency (including its Users) and Us with respect to Our Services and supersedes any other Terms or understandings (oral or written) including any contrary terms as may be presented by the Agency. Without Off The Limb’s prior written approval, any attempt at modification of these Terms by an Agency or any other party shall be invalid. We may revise these Terms from time to time, and the most current version of the Terms will be posted on our website. Unless otherwise required by law, if a revision is material, in Our discretion, we will notify Agency (including its Users) in advance of the changes before they are effective. Our notifications may come via email communication (to the primary contact email listed on the Agency Page) or by Our posting of a revision notice in the newsfeed. If the Agency Page is used in any manner by Agency and its Users after those revisions become effective, such revisions will be deemed accepted and Agency agrees to be bound by the revised Terms. If Agency disagrees with the revised terms, Agency should stop using the Services.
c. These Terms do not create any agency, partnership, joint venture, joint controllership, employment, or franchise relationship. To the extent allowed by applicable law, the English version of these Terms is binding, and other translations are for convenience only. If any part or parts of these Terms is 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 Terms shall continue in full force and effect. Our failure to act in a particular circumstance does not waive our right to act with respect to that or other circumstances. We shall be excused for any problem due to a circumstance beyond our reasonable control.
d. To the extent legally permitted and in the event Section 15 (Arbitration) does not apply or where the Agency invokes its opt-out rights under Section 15(f), the controlling law, jurisdiction and venue pertaining to these Terms shall be as follows:
i. For Agencies in U.S. and Other Jurisdictions Not Listed Below (Non-Federal) – the laws of the State of California, excluding its choice of law provisions, will govern these Terms and any dispute that arises between Agency and Off The Limb. All disputes related to the Terms will be brought solely in the federal or state courts located in San Francisco County, California, United States, and the Agency and its Users consent to personal jurisdiction and waive any objection as to inconvenient forum.
ii. For U.S. Federal Agencies – the Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws).
iii. For Agencies in Australia –the laws of Australia and New South Wales govern these Terms and any dispute that arises between the Agency or its Users and Off The Limb will be brought solely in Australian or New South Wales courts.
iv. For Agencies in Canada – the laws of Canada govern these Terms and any dispute that arises between the Agency or its Users and Off The Limb will be brought solely in Canadian courts.
v. For Agencies in the United Kingdom – the laws of Britain and Wales govern these Terms and any dispute that arises between the Agency (or its Users) and Off The Limb will be brought solely in British courts.
vi. For Agencies in the European Union – the laws of Ireland govern these Terms and any dispute that arises between the Agency or its Users and Off The Limb will be brought solely in Irish courts. However, where governing law and venue are superseded by local law of an EU Member State, the laws and venue of such EU Member State will be used.