Terms Of Service
Last updated August 21, 2023
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND GORAILS.
If you have any questions about these Terms or our Services, please contact GoRails at email@example.com.
1. Acceptance. To use any of our Services, you must accept and agree to be unconditionally bound by these Terms. You accept the Terms by clicking to accept or agree to the Terms where this option is made available to you in any agreement or electronic form, or by visiting the Site or using another Service. If you are using or accessing the Services on behalf of a company or other entity, you represent, agree, and warrant that you are authorized to act on behalf of the entity and to bind such entity to these Terms. You must be of legal age and capacity to form a binding contract to accept the Terms. If you do not agree with any of these Terms, do not access the Site or use any of our Services.
2. Eligibility. To use the Services, you must be (i) at least 18 years of age or (ii) at least 16 years of age and your legal guardian must give GoRails prior express written consent to your use of the Services, as demonstrated by your legal guardian accepting on your behalf these Terms and any additional terms and conditions that apply to a particular Service. By using the Services, you represent and warrant that you are of legal age to form a binding contract with us for yourself or your child and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use our Services. You may not access or use the Services if you are barred from receiving such services under applicable law or have previously been suspended or removed from any of our Services.
3. GoRails Services. The Services provide registered users (“Users”) and Site visitors with access learning materials designed for web developers learning Ruby on Rails to build their ideas, products, and businesses. The Services allow Users to access exclusive learning materials, purchase subscriptions, communicate with GoRails and other Users, and post User Content. As a User, you gain access to some of the Services for free and you can subscribe to enhanced access to certain Services for the fee stated when you signup. Subscription Users will have access to learning materials posted to the Services, the Community Forum and the Job Board (both defined in Section 7). GoRails reserves the right to suspend or terminate your use of the Services at any time if we believe you have violated these Terms or any other agreement with us, or any of GoRail’s policies or protocols. For clarity, GoRails will never suspend or terminate your, your client’s, or your end user’s access to your User SaaS Application.
4. Registration. Anyone may visit the Site and access some materials through the Services, but to use many features of the Services you must register as a User and create an account by selecting login credentials (username and password) and providing us with information about yourself. You agree (i) to provide correct, current and complete information as prompted by the account creation form, and maintain and update such information as needed to keep it correct, current and complete; (ii) register only once using a single username; (iii) not to do anything that might jeopardize the security of your account; and (iv) to notify us immediately of any unauthorized access to or use of your credentials or any other breach of security. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur on your account. You agree to not (a) register on behalf of another person without the legal authority to do so; (b) register under the name of another person or under a fictional name or alias; (c) choose a username that constitutes or suggests an impersonation of any other person (real or fictitious) or entity or that you are a representative of an entity when you are not, or that is offensive; (d) choose a username for the purposes of deceiving or misleading our users and/or us as to your true identity; or (e) choose a username that incorporates a solicitation. You are strictly prohibited from sharing your login credentials with any third-party, or otherwise permitting a third-party to use the Services via your account.
5. Billing and Payment. This Section 5 applies if your use of the Services incurs a fee.
5.1. Fees. You agree to pay the costs and fees for all subscriptions or purchases you make on the Services, plus any applicable sales, use, excise, or other taxes (collectively, the “Fees”). Fee amounts are subject to change from time to time. You will pay any additional taxes as necessary to ensure that the net amounts received by GoRails after all such taxes are paid are equal to the amounts that GoRails would have been entitled to in accordance with these Terms as if the taxes did not exist. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, GoRails reserves the right to either suspend or terminate your access to paid features on the Services. All Fees are in U.S. Dollars. PAID FEES ARE NONREFUNDABLE.5.2. Payment Method. You must maintain a valid payment method on file with us, which is securely stored and processed via a third-party PCI-DSS compliant payment processor. If your payment method is a credit card, we may seek pre-authorization of your account to verify that the credit card is valid and has the necessary funds or credit available to cover your Fees. You represent and warrant that the payment information you provide to us is accurate and you are using a form of payment that you are legally authorized to use. You agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use by you or others.
5.3. Authorization. You agree that we may charge your payment method on file with us for the Fees or other amounts due hereunder, as well as any sales and use taxes and any late fees or interest (as described below). If you select a subscription with automatically recurring payments, you authorize GoRails to periodically charge your payment method on a going-forward basis for all accrued sums and until cancellation of either the recurring payments or your account.
6. User Content. The Services may include features that enable you to post, upload, store, share, send, or display images, video, data, text, comments, and other information and content (“User Content”) to and via the Services. You represent and warrant that you own your User Content or that you have all rights necessary to grant us a license to use your User Content as described in these Terms. For clarity, User Content does not include your User SaaS Application developed using JumpStart Pro or any content posted to your User SaaS Application by you, your client, or end users of your User SaaS Application. You retain all rights to your User Content that you post to the Services. By making your User Content available on or through the Services you hereby grant to GoRails a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute your User Content, in whole or in part, including your name and likeness, in any media.
You are responsible for your User Content. GoRails relies on accurate User Content to provide and improve our Services. Any attempts to submit inaccurate User Content to the Services is strictly prohibited. You represent and warrant that your User Content, the use and provision of your User Content on the Services, and your use of the Services will not (i) infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) be fraudulent, false, misleading, or deceptive; (iv) be defamatory, obscene, pornographic, vulgar, or offensive; (v) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (vii) promote illegal or harmful activities or substances. GoRails may, in our sole discretion, alter, remove, or refuse to display any of your User Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying your User Content to and via the Services.7. Community Forum and Job Board.
7.1. Community Forum. The Services offer features that allow Users to communicate with one another and with GoRails by comments and conversation threads through an online forum (the “Community Forum”). All Community Forum posts are GoRails Content. You are solely responsible for your use of the Community Forum and use them at your own risk. You are responsible for all usage and activity in the Community Forums through your username and password, including use of your username and password by any third-party. You should be aware that disclosure in the Community Forums of your full name, street address or other personal information raises safety concerns and may result in solicitations from third-parties or unwanted communications. We disclaim any responsibility or liability arising from your disclosure of such personal information, or any other information, in the Community Forums.
7.2. Job Board. GoRails offers a database of available Ruby on Rails jobs (the “Job Board”). The Job Board is provided solely for your convenience and includes job listings from third parties not affiliated with GoRails. We are not responsible for the content of these job listings, and we do not make any representations about the content or accuracy of material by the hiring third-parties. Inclusion of any job listings on our Job Board does not imply our approval or endorsement of any third-party. Please be aware that when you click on links that take you to external platforms or content, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours.
8. Posting Rules. You must strictly adhere to the following guidelines (“Posting Rules”), which apply to all User Content posted information through the Services and Community Forum:
8.1. Be Kind and Courteous. Treat all other Users with courtesy and respect.
8.2. No Hate Speech or Bullying. Posts containing profanity, offensive language, porn, hate speech, or racial, gender, or other discrimination or strongly opinionated political statements, as determined by GoRails at its sole discretion, are strictly prohibited.
8.3. No Solicitation. Posts or direct solicitation for capital, investments, pitching of deals, wealth advisory services, transition/brokerage work, insurance, financial products, or Kickstarter campaigns are strictly prohibited unless permitted by GoRails in writing.
8.4. No Prohibited Content. Posts must not include promotions, suggestions, or advertisements regarding “get rich quick” schemes, commodity trading schemes, multi- level marketing (MLM) or pyramid schemes, gambling, alcohol, tobacco, porn, sports betting, cannabis, pay day loans, or similar product types.
8.5. No Expectation of Privacy. You should not expect privacy within the Community Forum. Posted information may be viewed, accessed, saved, or reposted by others. Anything you say, post, link to, comment on, or upload can and may be used against you by your peers, colleagues, employer, potential employers, fellow members, and so on. If you choose to participate in the Community Forum, you should assume that anything you post will be seen, read, and open for comment.
8.6. Responsibility for Posts. If you post information within the Community Forum, you acknowledge and agree that (i) you are 100% responsible for your post; (ii) you have the full rights and permissions to use and post any graphic, material, image, or other content and you agree that any breach, infringement or misuse of the foregoing is by you and at your own risk, and (iii) you will indemnify us in regard to this rule. You are solely responsible for removing any content from the Community Forum should any permissions change and/or expire.
8.7. Goodwill of GoRails. Posts or activities on the Community Forum are prohibited if they might, in GoRails’ discretion, (i) hurt the goodwill of GoRails and its associated groups, or (ii) damage the GoRails brand or any brand related to GoRails, LLC or its members, directors, officers, or agents. Examples of damaging posted content or activities include negative comments regarding quality of work, operations, team members, terms, fees, and related topics.
8.8. Indemnification for Posts. By using the Community Forum and Services, you agree to indemnify GoRails and GoRails, LLC from anything you, your company, or any of its officers or agents, posts to the Community Forum. GoRails may, in our sole discretion, remove any Community Forum post. In the event any post is found to be in breach of these Posting Rules, GoRails may remove or delete the post without any prior notice. If a User violates these Posting Rules more than once, GoRails reserves the right to remove that User.
9. Acceptable Use of the Services. You agree to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including our Content) or use it in any manner not expressly authorized by these Terms. You agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services.
You further agree not to (i) upload any User Content or other data that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content; (ii) use or attempt to use another User’s account without authorization, or impersonate any person or entity; (iii) harvest, solicit, or collect information of other Users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (iv) post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; or (v) use the Services in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type.
If you take any of the above actions or violate these Terms, we reserve the right to cancel your User registration, suspend or terminate your access to or use of the Services, or take legal action.
10. Prohibited Acts. You are strictly prohibited from violating or trying to violate our security features, such as by (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (iii) attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; or (iv) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You hereby agree not to use any device, software, or routine to interfere, or try to interfere, with the proper working of our Services or any activity being conducted on the Services. You further agree not to use, or try to use, any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
11. Support. GoRails may provide technical support, upgrades, or modifications of the Services in GoRails’ sole discretion. GoRails may cease providing technical support, upgrades, or modifications of the Services at any time and for any reason without notice or liability to you. GoRails may release new versions of the Services and require you to use the new version of the Services. Your use of new releases or versions of the Services will be acceptance of all modifications of the Services. GoRails may, in our sole discretion, make specific instances or versions of the Services available to you for use in connection with the Services. We may terminate such access to the Services, in whole or as to certain features, functions, or services thereof, for convenience, at any time.
12. License Grant. GoRails hereby grants you a limited, non-exclusive, nontransferable, non- sublicensable, revocable license to access, download, install, and use the Services for your own personal, internal business (not to be commercialized) purposes, subject to these Terms. The Services are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of GoRails or any third-party, except as expressly provided in these Terms. We reserve all rights not expressly granted in these Terms. The license granted in this section is in addition to any license that may be granted to you pursuant to another agreement between GoRails and you.
13. Contents and Ownership. Except as otherwise expressly indicated herein, GoRails owns all rights, title, and interest, including all intellectual property rights, in and to, the Services and all elements and components (including without limitation all Feedback, User posts to the Community Forum, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing on the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks therein) on the Services (the “Content” or “Contents”). The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Nothing in these Terms is intended to transfer to you any rights to the Contents or grant you any license to the Contents, except as specifically set forth in these Terms. Only a duly authorized officer of GoRails may grant permission or a license to use any of the Contents; any attempted grant or similar promise by anyone other than a duly authorized agent of GoRails is invalid.
13.1. Copyright. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of GoRails. You may only display, download, and print in hard copy format the Contents for the purposes of using the Site as an internal or personal business resource.
13.2. Trademarks. GoRails’ registered and unregistered trademarks and trade dress, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of GoRails. You may not use any meta tags or any other hidden text utilizing an GoRails name, trademark, or product name without GoRails’ prior written permission. Third-party trademarks and service marks used on the Services are the property of their respective owners, and we use them with their consent. GoRails and the other licensors of the marks on the Site reserve all rights with respect to all Contents and all intellectual property.
13.3. Feedback. While using the Services, you may provide us certain materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Services (“Feedback”). You are solely responsible for your Feedback. You hereby grant to GoRails all rights, title, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third-party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third-party.
14. Software Requirements. You must have a compatible computer or other electronic device, internet access, and the necessary minimum specifications (“Software Requirements”) to use the Services. The Software Requirements are listed on the relevant application page. Software may be upgraded from time to time to add support for new functions. The Services may request certain privacy permissions from time to time such as access to your geolocation or mapping applications, device camera or microphone, or other apps and associated features on your device. You acknowledge that the terms of agreement with your respective internet or mobile network provider will continue to apply while you use the Services. Data and messaging charges may apply to your use of the Services and you accept responsibility for any such charges that arise. If you are not the bill payer for the computer or electronic device being used to access the Services, you will be assumed to have received permission from the bill payer for use of the Services.
15. Beta Versions. We may make versions of the Services available for testing and evaluation purposes prior to their release to the general public (“Beta Versions”). Beta Versions are subject in all respects to these Terms, except that we may discontinue the Services or your ability to use a Beta Version at any time, with or without notice and without further obligations to you. By participating in a Beta Version test, you consent to GoRails accessing all data, including your personal information, input or collected via your use of the Services for GoRails to identify bugs, discrepancies, errors, or improvements in the Services. You also understand and agree that we may contact you to learn more about your use of the Services or related activities to improve the Services. You agree to notify us of all comments or suggestions about the Services, including without limitation any problems and ideas for improvements, which come to your attention during use of the Beta Version. By permitting you to access, download, install or use a Beta Version, we do not grant any additional right to you under any copyrights, patents, trademarks, or trade secret information. GoRails reserves the right to condition your access to and use of a Beta Version on your execution of a nondisclosure agreement.
16. Compliance. You represent and warrant that (i) any information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of that information; (iii) you have and will at all times maintain the right to provide all User Content provided by you hereunder; (iv) your User Content and any other materials you provide or submit to other Users or GoRails do not infringe the intellectual property or other rights of any third-parties or contain viruses, worms, malware or any other harmful scripts or code; and (v) your use of the Services and its features does not violate any applicable law.
17. Communications from GoRails. We may use your contact information you provide to us to communicate with you about your use of the Services. For example, we may send you service announcements or administrative communications by email, phone, text, or other means. You understand that you receive these communications as part of your use of the Services. We may send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to respect your privacy, we provide you the option of opting out from receiving marketing communications from us by following the instructions in our Privacy Notice. However, you will not be able to opt out from receiving service announcements and administrative messages.
18. Data Security. You hereby agree not to use any device, software or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted thereon. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers.
Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely use the Services. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to GoRails at firstname.lastname@example.org any security deficiencies in, or intrusions into, your Systems that you discover. In the event of any security deficiency or intrusion involving the Services or our Content, you will make no public statements without prior written and express permission from GoRails in each instance, unless otherwise required by law. You will work with GoRails to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. The requirements of this paragraph do not apply to any SaaS, website, or product you develop using JumpStart Pro or Hatchbox and which GoRails does not own or operate.
If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
19. Confidential Information. You agree that the Services and GoRails Content are deemed to be our confidential information and you will maintain the same in strict confidence and not disclose the same to any third-party or use the same for any purpose other than your use of the Services. To the extent that you retain any Content after the termination or expiration of the Terms, this paragraph will survive the termination or expiration of the Terms.
20. Consent to Do Business Electronically. By using our Services in any manner, registering as a User, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you affirmatively consent to (i) GoRails communicating with you electronically; (ii) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from GoRails electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a computer or other web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. You may print or download Records from the Site and keep them for your own reference. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic Records from us, please contact us at email@example.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
21. Copyright Policy; DMCA. GoRails takes claims of copyright infringement seriously. It is our policy, in appropriate circumstances and at our discretion, to respond to notices of alleged copyright infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512). If you are concerned that any contents on the GoRails Property are improper or infringing, please contact us at firstname.lastname@example.org. If you would like the contents removed, please provide: (i) a detailed description of the objectionable content, including where it is located; (ii) a statement that you have a good faith belief that the poster does not have permission to use the said objectionable content; (iii) a statement that you are the owner, or exclusive agent of the owner, of the objectionable content; (iv) your contact information, and; (v) a signed and sworn statement, under penalty of perjury, that your statements above are true to your knowledge.
22. Void Where Prohibited. The Services are owned and operated in the United States. Not all of our Services are available to all persons or at all locations. Access to our Services may not be legal by certain persons or in certain countries. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THAT THE LAWS OF THE COUNTRY OR STATE (OR OTHER APPLICABLE JURISDICTION) FROM WHICH YOU ACCESS THE SERVICES PERMIT YOU TO USE THE SERVICES. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. We reserve the right to limit, at our sole discretion, the provision of any such Services to any person or in any location. Any offer of a Service in these Terms shall be deemed void where prohibited.
23. Third-Party Content. The Services may include third-party content and/or hyperlinks to websites, resources, or content owned or operated by third parties, over which we have no control (“Third-Party Content”). Third-Party Content available on the Services is provided solely for your convenience. We are not responsible for the content of any Third-Party Content, nor do we make any representations about the content or accuracy of material on any other platforms. Inclusion of Third-Party Content on our Services does not imply our approval or endorsement of the Third-Party Content. Please be aware that when you click on links that take you to external platforms or content, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the respective third-party.
25. Disclaimer of Warranties. YOU USE THE SERVICES AT YOUR OWN RISK. GORAILS MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. GORAILS DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THEIR OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY GORAILS SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY GORAILS EXPRESSLY CREATING SUCH WARRANTY.
26. Indemnification. YOU AGREE TO INDEMNIFY AND HOLD GORAILS, OUR SUBSIDIARIES AND OUR AFFILIATES, AND THEIR RESPECTIVE MEMBERS, DIRECTORS, SHAREHOLDERS, OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, DUE OR RELATING TO OR ARISING OUT OF (I) USE OF THE SERVICES OR ANY PRODUCT DEVELOPED THEREWITH IN VIOLATION OF THESE TERMS BY YOU, YOUR CLIENT, OR ANY END USER, (II) YOUR BREACH OF THESE TERMS, OR (III) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE TERMS.
27. Limited Liability. GORAILS SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GORAILS BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF GORAILS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL GORAILS BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS RELATING TO ANY AGREEMENT BETWEEN YOU AND GORAILS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO GORAILS FOR THE SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED US DOLLARS ($100), IN EACH CASE, WHETHER OR NOT GORAILS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
28. Class Action Waiver. YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST GORAILS RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST GORAILS OTHERWISE COMMENCED ON OR AFTER THE EFFECTIVE DATE OF THESE TERMS.
29. Dispute Resolution. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and GoRails arising out of or relating to these Terms, or the breach thereof, our provision of the Services, your access to or use of the Services, or any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the procedure outlined below. In the event of any Dispute between the Parties concerning the terms and provisions of these Terms, the prevailing Party shall be entitled to collect from the other Party all costs incurred in such dispute, including reasonable attorneys’ fees.
29.1. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against GoRails, you agree to try to resolve the Dispute informally by contacting email@example.com with the subject line: Dispute Resolution. GoRails will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or GoRails may bring a formal proceeding.
29.2. Arbitration Agreement. You and GoRails each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in St. Louis, Missouri, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or GoRails may assert claims, if they qualify, in small claims court in St. Louis, Missouri or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
29.3. Class Action Waiver. You may only resolve Disputes with GoRails on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
29.4. Intellectual Property Disputes. Notwithstanding the Parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Services under these Terms. Either Party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
29.5. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever. To the extent that the arbitration agreement is not enforceable, each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in St. Louis, Missouri for resolution of any lawsuit or court proceeding permitted under these Terms.
30. General Terms
30.1. Relationship of Parties. The relationship of the Parties is that of independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and GoRails as a result of these Terms or your use of the Services.
30.3. Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without prior written consent from GoRails. We may transfer, assign, or delegate these Terms and our rights and obligations hereunder without consent.
30.4. Governing Law. Except as otherwise required by applicable law, these Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Missouri without regard to its conflict of laws principles.
30.5. Waiver; Severability. GoRails’ failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms. If any provision of these Terms is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the document if, and solely, to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect.
30.6. Amendment. We may amend these Terms from time to time by updating this page as evidenced by revising the “Last Updated” date noted at the top of this posting. Once you accept these Terms, the then-current version shall apply each time you access or use the Services. Nothing in these Terms will be deemed to confer any third-party rights or benefits.