Terms of Service
Last Updated: 01/09/2025
1. Introduction and Contracting Parties
This document, comprising these Legal Terms and any and all expressly incorporated documents, policies, and agreements (collectively, the "Agreement"), constitutes a legally binding contract between E-Dating Blueprint, a digital enterprise ("Company," "we," "us," or "our"), and you, the individual accessing or using our services, whether on your own behalf or on behalf of an entity ("you" or "Customer"). This Agreement governs your access to and use of the www.e-datingblueprint.com website, any related subdomains, applications, media forms, media channels, mobile websites, or mobile applications related, linked, or otherwise connected thereto, and the digital products and services offered thereon (collectively, the "Services").
2. Acceptance of Terms
BY ACCESSING, BROWSING, REGISTERING FOR, OR OTHERWISE USING ANY PART OF THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES, AND NOTICES CONTAINED IN THIS AGREEMENT IN THEIR ENTIRETY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE AND POSSESS THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING CONTRACT; AND (C) EXPRESSLY AND UNCONDITIONALLY AGREE TO BE LEGALLY BOUND BY AND TO COMPLY WITH ALL PROVISIONS OF THIS AGREEMENT, AS IF YOU HAD PHYSICALLY SIGNED THIS DOCUMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH EACH AND EVERY PROVISION OF THIS AGREEMENT, OR IF YOU LACK THE LEGAL CAPACITY OR AUTHORITY TO BIND YOUR ENTITY, THEN YOU ARE EXPRESSLY AND ABSOLUTELY PROHIBITED FROM ACCESSING, DOWNLOADING, INSTALLING, OR USING ANY PORTION OF THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE ALL SUCH USE AND EXIT THE SERVICES.
3. Incorporation by Reference
You further acknowledge and agree that your use of the Services is subject to any and all supplemental terms, conditions, policies, guidelines, disclaimers, and rules that are hereby incorporated into this Agreement by reference, including, but not limited to, our Privacy Policy, any acceptable use policies, end-user license agreements, and any other relevant documentation that is posted on the Services from time to time (collectively, "Supplemental Terms"). In the event of a conflict between the provisions of this main Agreement and any Supplemental Terms, the provisions of the Supplemental Terms shall govern solely with respect to the subject matter of such Supplemental Terms.
4. Modification Rights
We expressly reserve the unilateral right, in our sole, absolute, and unfettered discretion, to amend, modify, revise, update, change, supplement, or otherwise alter this Agreement, in whole or in part, at any time and for any reason, without incurring any liability or obligation to you (each, a "Modification"). We will use commercially reasonable efforts to provide notice of material Modifications by updating the "Last Updated" date at the top of this Agreement and/or by posting a conspicuous notice on our website. YOU HEREBY EXPRESSLY WAIVE ANY RIGHT TO RECEIVE INDIVIDUAL, SPECIFIC NOTICE OF EACH SUCH MODIFICATION. It is your sole and non-delegable responsibility to periodically review this Agreement to stay informed of any updates. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY MODIFICATION(S) CONSTITUTES YOUR: (I) ACKNOWLEDGMENT OF SUCH MODIFICATION(S); (II) AFFIRMATION THAT YOU HAVE REVIEWED AND UNDERSTOOD SUCH MODIFICATION(S); AND (III) EXPRESS, IRREVOCABLE, AND DEEMED ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THE AGREEMENT AS MODIFIED.
5. Age Restriction and Eligibility
The Services are offered and available only to users who are eighteen (18) years of age or older and who possess the legal capacity to form a binding contract under applicable law. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you are expressly prohibited from accessing or using the Services, and we must insist upon your immediate discontinuation of use.
6. Contact Information
For the purposes of this Agreement, all communications, notices, and disclosures required or permitted to be provided under this Agreement to the Company shall be sent via electronic mail to the following address: support@edatingblueprint.com. We will use the email address associated with your account for all communications to you.
7. Record Keeping
We strongly recommend that you print a physical copy or save an electronic copy of this Agreement, including any and all Supplemental Terms, for your future reference and records. You may request a copy of the current Agreement at any time by contacting us at the email address provided above.
CLAUSE 1: AGREEMENT FORMATION AND ACCEPTANCE
1.1 Binding Agreement. By initiating the purchase process, clicking a box indicating acceptance, completing the order, and/or making a payment (collectively, "Purchasing") for the Digital Product, the individual making such purchase ("Customer") enters into a legally binding agreement (the "Agreement") with E-Dating Blueprint ("Company") and hereby agrees to be bound by all terms, conditions, policies, and notices contained or referenced herein, including any future amendments (collectively, the "Terms of Service").
1.2 Pre-Purchase Disclosure & Opportunity to Review. The Customer acknowledges and affirms that: (a) The current and effective version of these Terms of Service was prominently displayed and made readily accessible to the Customer via a direct hyperlink prior to the point of purchase; (b) The Customer was afforded a reasonable opportunity to read, review, and understand the Terms of Service before proceeding with the purchase; and (c) By proceeding with the purchase, the Customer voluntarily and knowingly accepts all provisions of the Terms of Service.
1.3 Incorporation by Reference. The Customer agrees that the Terms of Service, including but not limited to any policies concerning refunds, privacy, intellectual property, and limitations of liability, are fully incorporated into this Agreement by this reference.
1.4 Electronic Consent. The Customer's electronic manifestation of assent, whether by clicking "I Agree," completing a purchase, or similar action, shall be deemed the legal equivalent of a handwritten signature and shall be admissible in judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.
CLAUSE 2: INTELLECTUAL PROPERTY LICENSE AND USE RESTRICTIONS
2.1 Limited License Grant. Subject to the Customer's full compliance with all terms and conditions of this Agreement, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Digital Product for their personal, non-commercial use only (the "License").
2.2 Explicit Restrictions. The Customer shall not, and shall not permit any third party to: (a) copy, reproduce, modify, create derivative works of, or duplicate the Digital Product or any portion thereof; (b) redistribute, publish, transmit, display, disseminate, or otherwise make the Digital Product available to any third party, including via any digital means, peer-to-peer network, or physical media; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of any digital content; (d) share, loan, lease, sell, transfer, assign, or otherwise commercially exploit the access credentials or the License granted herein; or (e) remove, alter, or obscure any proprietary rights notices, copyright notices, or trademarks contained within or on the Digital Product.
2.3 Acknowledgment of Ownership. The Customer acknowledges and agrees that the Company is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Digital Product, including all copyrights, trademarks, trade secrets, and other intellectual property rights therein. Nothing in this Agreement constitutes a sale of the Digital Product or any copy thereof; only the limited License is granted.
2.4 Consequences of Breach. Any unauthorized use, copying, or distribution of the Digital Product, as determined in the sole discretion of the Company, shall constitute a material breach of this Agreement and shall result in the immediate and automatic termination of the License and the Customer's access to the Digital Product, without prejudice to any other rights or remedies available to the Company at law or in equity. Such remedies may include, but are not limited to, seeking injunctive relief to prevent further infringement and the recovery of monetary damages, including statutory damages where applicable.
CLAUSE 3: PURCHASE TERMS, PAYMENT AUTHORIZATION, AND ORDER MANAGEMENT
3.1 Exclusive Payment Processing. All payments for the Digital Product purchased through the Services shall be processed exclusively by our designated third-party payment processor (the "Payment Processor"). You acknowledge and agree that the Company is not responsible for the performance, availability, or security of the Payment Processor, and that your contractual relationship for payment processing is directly with the Payment Processor pursuant to their terms of service and privacy policy.
3.2 Payment Information Accuracy and Maintenance. You hereby represent, warrant, and covenant that all information you provide in connection with a purchase transaction, including your name, email address, billing address, payment instrument details, and any other required information, is accurate, current, complete, and truthful. You further agree to promptly maintain and update all such payment and contact information to ensure its continued accuracy and completeness at all times. Failure to maintain accurate and current information may result in the inability to access the Digital Product, transaction failures, or the termination of your access in accordance with this Agreement.
3.3 Payment Authorization and Pricing Terms. By initiating a purchase, you expressly authorize the Company, through its Payment Processor, to charge your selected payment method the total amount of the purchase, which includes the listed price for the Digital Product plus any and all applicable sales, use, value-added (VAT), goods and services (GST), or other similar transaction taxes, which shall be calculated and added to the total at the time of purchase based on the billing information you provide and the applicable tax regulations. All prices and charges are quoted and shall be processed in United States Dollars (USD). You agree to pay all such charges at the prices then in effect at the time of your purchase. The Company reserves the unilateral right to change product prices at any time without prior notice; however, such changes will not affect orders for which we have already received payment and provided access.
3.4 Billing Errors and Corrections. The Company reserves the absolute right to correct any errors or inaccuracies in the pricing of the Digital Product, or in the calculation of taxes or other charges, even if we have already requested or received payment. If such an error is discovered after your payment has been processed, we will notify you of the error and provide you with the option of either: (i) confirming your order at the correct price, which may involve charging an additional amount or issuing a partial refund; or (ii) canceling your order and receiving a full refund of any amounts paid. This right applies regardless of whether the error was due to a typographical mistake, a system error, or any other cause.
3.5 Order Acceptance and Reservation of Rights. Your placement of an order constitutes an offer to purchase the Digital Product. All orders are subject to express acceptance and confirmation by the Company. The Company expressly reserves the right, in its sole, absolute, and unfettered discretion, without liability or obligation to you, to: (a) refuse, decline, void, or cancel any order placed through the Services for any reason or for no reason; (b) limit the quantity of Digital Products purchased per individual, per household, per order, or across multiple orders; and (c) impose conditions on the honoring of any coupon, promotional code, or discount.
3.6 Anti-Fraud and Order Screening Measures. Without limiting the generality of Section 3.5, the Company may refuse or cancel an order if it suspects, in its sole judgment, that the order is fraudulent, unauthorized, or otherwise irregular. This includes, but is not limited to, orders: (i) placed with invalid, stolen, or fraudulent payment credentials; (ii) connected to any previous fraudulent activity or chargeback; (iii) that appear to be placed by dealers, resellers, distributors, or any entity attempting to purchase for commercial resale purposes; or (iv) associated with the same billing information or email address as orders that have previously been flagged for suspicious activity. The Company may also place holds on orders for additional verification and screening purposes.
3.7 No Guarantee of Availability. All purchases are subject to the availability of the Digital Product. The Company cannot guarantee the continued availability of any Digital Product and reserves the right to discontinue the sale of any product at any time without notice.
CLAUSE 4: NATURE OF DIGITAL PRODUCT & SALE FINALITY
4.1 Acknowledgment of Digital Nature. The Customer hereby expressly acknowledges, agrees, and understands that the product provided under this Agreement is a digital good ("Digital Product") delivered via electronic means. The Customer further acknowledges that the intrinsic value of the Digital Product is contained in its digital content, which is conveyed immediately upon the completion of the purchase transaction.
4.2 Performance and Access. Upon the earlier of: (i) the completion of the purchase transaction; or (ii) the provision of access credentials to the Customer (collectively, "Access"), the Company shall be deemed to have substantially performed its material delivery obligations under this Agreement. The Customer understands that the Digital Product is immediately available and cannot be physically returned.
4.3 General Finality of Sale. DUE TO THE IMMEDIATE NATURE OF THE DIGITAL PRODUCT'S DELIVERY AND THE INABILITY TO RETURN THE PRODUCT, ALL SALES ARE CONSIDERED FINAL UPON ACCESS. THE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ACCESSING THE DIGITAL PRODUCT MAY AFFECT CERTAIN STATUTORY RIGHTS OF WITHDRAWAL THAT WOULD OTHERWISE BE AVAILABLE FOR TANGIBLE GOODS.
4.4 Limited Exception for Guarantee. NOTWITHSTANDING THE GENERAL FINALITY OF SALE SET FORTH IN SECTION 4.3, THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND THE COMPANY'S SOLE AND EXCLUSIVE OBLIGATION, REGARDING ANY DISSATISFACTION WITH THE DIGITAL PRODUCT IS GOVERNED BY THE LIMITED TERMS AND CONDITIONS OF THE NINETY (90) DAY MONEY-BACK GUARANTEE AS DETAILED IN CLAUSE 5 OF THIS AGREEMENT. THE GUARANTEE IN CLAUSE 5 PROVIDES THE ONLY EXCEPTION TO THE FINAL SALE PROVISIONS CONTAINED HEREIN.
CLAUSE 5: REFUND POLICY & MONEY-BACK GUARANTEE
5.1 Money-Back Guarantee. The Company offers a ninety (90) calendar day money-back guarantee ("the Guarantee") for its Digital Product, commencing from the date of the original purchase transaction. The Guarantee is a conditional commitment to customer satisfaction for purchasers who have genuinely engaged with the product, subject to the full terms, conditions, and procedures set forth in this Clause 5.
5.2 Principle of Good-Faith Engagement. The Guarantee is predicated on the principle of good-faith engagement. "Good faith" requires honesty, fairness, and a genuine effort to achieve the intended outcome of the Digital Product. You acknowledge that the Guarantee is not a means to obtain the Digital Product for a reduced price or for free. Any attempt to do so, including but not limited to submitting a refund request without having substantively engaged with the material, providing misleading or demonstrably false information, or refusing to cooperate with the verification process, shall be deemed a material breach of this Agreement and a violation of this good-faith principle, resulting in the denial of your refund request.
5.3 Refund Process & Customer Cooperation. To prevent fraud and protect the intellectual property of the Company, the initiation and processing of a refund request are conditional upon the Customer's full and good-faith cooperation with the Company's refund verification procedures. (a) The Customer must initiate a formal refund request by submitting a request to the Company's designated email address, support@edatingblueprint.com, providing their order number and the email address used for purchase. (b) The Customer agrees to provide information reasonably requested by the Company to validate the refund claim and demonstrate good-faith engagement with the Digital Product. To facilitate this, the Customer will be offered a choice of verification methods, which may include submitting a written account of their application of the material or providing documented proof of application. (c) The Company reserves the right to determine, based on the objective criteria of the verification process and the Customer's compliance with the principle of good faith outlined in Section 5.2, whether the conditions for the Guarantee have been met.
5.4 Refund Resolution. (a) Following its review, the Company shall determine an appropriate resolution based on the Customer's submission and level of cooperation. The Company may, in its sole discretion, offer a full refund, a partial refund, or an alternative remedy. The 50% refund is one potential resolution that may be offered. (b) The Company's determination regarding the fulfillment of the Guarantee conditions and the appropriate resolution shall be binding.
5.5 Post-Refund Obligations. As a strict and material condition precedent to the processing of any refund under this Guarantee, the Customer must agree to immediately and permanently cease all use of the Digital Product and delete all copies from any and all devices and storage systems. The Customer's request for a refund constitutes an irrevocable agreement to this term.
5.6 Process Inactivity. Refund requests that remain inactive due to Customer non-responsiveness for a period of ten (10) calendar days may be administratively closed by the Company. A closed request may be re-opened by the Customer, subject to the remaining time in the original Guarantee Period.
5.7 No Implied Refund Rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 5, ALL PURCHASES OF THE DIGITAL PRODUCT ARE FINAL AND NON-REFUNDABLE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE COMPANY'S REFUND OBLIGATIONS UNDER THIS AGREEMENT ARE STRICTLY LIMITED TO THE TERMS OF THIS GUARANTEE.
5.8 Modification of Refund Procedures. The Company reserves the unilateral right to amend, modify, or discontinue the specific mechanisms, steps, and systems used to administer the refund process (e.g., the designated email address, form interfaces, or verification methods) at any time and for any reason. Such modifications shall be effective immediately upon posting the updated Terms of Service on the Company's website. However, the core terms of the refund policy in effect at the time of a Customer's purchase, including the duration of the guarantee and the general principles of eligibility and good faith, shall govern any refund request arising from that specific purchase.
CLAUSE 6: DISPUTE RESOLUTION AND PROHIBITION ON IMPROPER CHARGEBACKS
6.1 Improper Initiation of Payment Reversals. The Customer covenants and agrees not to initiate a chargeback, payment reversal, retrieval request, or similar dispute proceeding (collectively, an "Improper Payment Reversal") with their financial institution, payment processor, or card issuer for any transaction related to the Digital Product after having accessed, downloaded, or streamed any portion of said product. The Customer acknowledges that the Company's provision of access constitutes complete performance of its fundamental obligations.
6.2 In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Digital Product, or a refund request denied in accordance with Clause 5 (a "Dispute"), the Customer shall not initiate an Improper Payment Reversal. Instead, the Customer's sole and exclusive remedy shall be to resolve such Dispute directly with the Company by contacting support@edatingblueprint.com within the timeframes and pursuant to the procedures expressly outlined in this Agreement. The Customer specifically acknowledges that initiating a chargeback for a transaction where Access has occurred constitutes an explicit rejection of the refund process in Clause 5 and is a violation of this Agreement.
6.3 Consequences of an Improper Payment Reversal. In the event the Customer initiates an Improper Payment Reversal in violation of this Clause 6: (a) It shall be deemed a material breach of this Agreement; (b) The Company reserves the right to immediately terminate or suspend the Customer's access to the Digital Product and any associated materials or services without notice; (c) The Customer shall be liable to the Company for the full amount of the disputed charge, plus any associated fees imposed by the payment processor, along with the Company's reasonable administrative and legal costs incurred in challenging the Improper Payment Reversal; and (d) The Company may, at its sole discretion, pursue all available legal and equitable remedies to recover such amounts and enforce this Agreement.
6.4 Good Faith Cooperation. The Company and the Customer mutually agree to act in good faith to resolve any Disputes through the designated channels provided herein before resorting to any formal legal proceedings, where permissible by law.
CLAUSE 7: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 No Guarantees; Acknowledgment of Risk. The Customer expressly acknowledges, agrees, and understands that the Company makes no guarantees, representations, or warranties of any kind, express or implied, regarding specific outcomes, results, or earnings (whether financial, professional, or personal) that may be derived from the Customer's use of the Digital Product. Any testimonials or examples presented are illustrative of potential outcomes only and are not a promise or guarantee of any specific result.
7.2 Nature of Information. The Digital Product is provided for informational and educational purposes only. It is not intended as, and shall not be construed or relied upon as, legal, financial, tax, medical, or other professional advice of any kind. The Customer is solely responsible for evaluating the suitability of any information provided for their own personal situation and for the application of said information at their own discretion and risk.
7.3 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DIGITAL PRODUCT AND ALL RELATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
7.4 Limitation of Liability. IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE DIGITAL PRODUCT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.5 Cap on Liability. THE COMPANY'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DIGITAL PRODUCT SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY FOR THE DIGITAL PRODUCT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
7.6 Essential Purpose. THE CUSTOMER ACKNOWLEDGES THAT THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND THE CUSTOMER, AND THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE DIGITAL PRODUCT ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS.
CLAUSE 8: LIMITED LICENSE AND USAGE RIGHTS
8.1 Retention of Ownership. The Customer acknowledges and agrees that the Digital Product, including all content, materials, documentation, videos, text, graphics, data, compilations, design, and the structure and organization thereof (collectively, the "Proprietary Material"), is the exclusive property of the Company and its licensors. This Agreement grants a license to use the Proprietary Material and does not constitute a sale or transfer of any ownership interest or intellectual property rights therein. All rights not expressly granted herein are reserved by the Company.
8.2 Grant of Limited License. Subject to the Customer's strict and ongoing compliance with all terms and conditions of this Agreement, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access, view, and use the Proprietary Material for the Customer's personal, non-commercial, and internal use only (the "License").
8.3 Scope of License and Permitted Use. The License permits the Customer to: (a) Access the Proprietary Material through the Company's designated platforms; (b) Stream and view the content online for personal educational purposes.
8.4 Explicit Restrictions and Prohibited Uses. The License expressly prohibits the following actions, and the Customer covenants and agrees not to engage in, or permit any third party to engage in, any of the following: (a) copy, reproduce, duplicate, record, screenshot, capture, or store the Proprietary Material in any tangible or intangible form, by any means now known or hereafter invented; (b) redistribute, publish, assign, transmit, broadcast, sell, rent, lease, loan, sublicense, or otherwise transfer or make the Proprietary Material available to any third party, including but not limited to sharing account access, download links, or passwords; (c) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Proprietary Material; (d) remove, alter, obscure, or otherwise tamper with any copyright, trademark, or other proprietary rights notices contained in or on the Proprietary Material; (e) use the Proprietary Material for any commercial purpose, including but not limited to teaching others, training employees, or creating a competing product or service; (f) use any automated system, including "robots," "spiders," or "offline readers," to access the Proprietary Material in a manner that sends more request messages to the Company's servers than a human can reasonably produce in the same period.
8.5 License Termination and Breach. Any unauthorized use of the Proprietary Material, as determined in the sole discretion of the Company, shall constitute a material breach of this Agreement and will result in the immediate and automatic termination of the License granted herein, without the necessity of any notice. Upon termination, the Customer must cease all use of the Proprietary Material and destroy any and all copies, however made. The Company reserves all rights and remedies available at law or in equity for such a breach, including but not limited to seeking injunctive relief and monetary damages.
CLAUSE 9: ACCESS, DELIVERY, AND LICENSE TERMS
9.1 Method of Delivery. Upon the Company's confirmation of a valid and finalized purchase, the Digital Product will be delivered to the Customer through electronic means. Delivery is fulfilled immediately and automatically through the simultaneous provision of the following: (a) A unique, time-limited access link to a download page, presented to the Customer on the completion screen of the purchase process; and (b) A communication containing the same unique access link, sent to the email address provided by the Customer during the purchase transaction.
9.2 Completion of Delivery. The Company shall be deemed to have fully performed its delivery obligations upon the earlier of: (i) the display of the download link on the post-purchase completion screen; or (ii) the dispatch of the email containing the access link. The Customer acknowledges that delivery is contingent upon the complete and final authorization of payment by the Payment Processor and the operational status of the Customer's email service. The Company shall not be liable for any delays or failures in access caused by third-party payment processors, email delivery failures, or the Customer's failure to provide a valid and accessible email address.
9.3 License Period and Access Duration. Subject to the Customer's continued compliance with all terms of this Agreement, the Company grants the Customer a perpetual license to use the Digital Product for their personal, non-commercial use. Notwithstanding the foregoing, the Company expressly reserves the right to modify, suspend, or discontinue the availability of the download link or any associated support services at any time, with or without notice.
9.4 Right to Revoke Access. Notwithstanding any other provision in this Agreement, the Company reserves the unconditional right, in its sole and absolute discretion, to revoke the Customer's access to the Digital Product and invalidate the download link immediately, without notice or liability, if: (a) The Customer breaches any material term of this Agreement, including but not limited to violating the intellectual property license restrictions (Clause 2) or initiating an Improper Payment Reversal (Clause 6); (b) The Company suspects fraudulent or illegal activity related to the purchase of the Digital Product; or (c) Required to do so by law or a regulatory authority.
9.5 Effect of Revocation or Termination. Upon any revocation of access or termination of this Agreement, the Customer's license to use the Digital Product is immediately revoked. The Customer must cease all use of the Digital Product and destroy or permanently delete any and all copies, including downloaded files, from any and all devices and storage systems. Revocation of access due to the Customer's breach does not entitle the Customer to a refund of any kind.
9.6 Customer Responsibility. The Customer is solely responsible for: (a) Ensuring the accuracy and functionality of the email address provided during purchase; (b) Safeguarding the unique access link from unauthorized use or disclosure; and (c) Downloading and securely storing the Digital Product in a timely manner.
CLAUSE 10: DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW
10.1 Agreement to Arbitrate. The Company and you (the "Parties") agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, its breach, termination, enforcement, interpretation, or validity, or the use of the Digital Product or Services (collectively, "Disputes") shall be resolved exclusively by final and binding arbitration, rather than in court. This agreement to arbitrate is intended to be broad and includes, but is not limited to, claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
10.2 Waiver of Jury Trial and Class Action. THE PARTIES HEREBY EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DISPUTE. FURTHER, UNLESS BOTH YOU AND THE COMPANY AGREE IN WRITING, NEITHER PARTY MAY PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION. NEITHER PARTY MAY ACT AS A CLASS REPRESENTATIVE OR CLASS MEMBER, NOR CONSOLIDATE ITS CLAIMS WITH THE CLAIMS OF OTHER PERSONS OR ENTITIES. THIS WAIVER IS AN ESSENTIAL ELEMENT OF THIS ARBITRATION AGREEMENT.
10.3 Arbitration Rules and Administrator. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of this Agreement.
10.4 Arbitration Process and Location. A party that desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The seat of the arbitration shall be in Bernalillo County, New Mexico. Unless the Parties agree otherwise, any in-person arbitration hearings shall be held in Bernalillo County, New Mexico.
10.5 Arbitrator's Powers and Award. The arbitrator shall have the exclusive authority to resolve any Dispute, including the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
10.6 Governing Law and Jurisdiction for Non-Arbitrable Matters. This Agreement and any Disputes shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any actions not subject to mandatory arbitration, or for actions to enforce an arbitration award, the Parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Bernalillo County, New Mexico.
10.7 Severability of Dispute Resolution Provisions. If any part of this Clause 10 is found to be illegal or unenforceable, that specific part will be severed with the remainder of this Clause 10 remaining in full force and effect. However, if the waiver of class and representative actions is found to be unenforceable, then the entire Arbitration Agreement (but only the Arbitration Agreement) shall be null and void.
10.8 Opt-Out Procedure. YOU HAVE THE RIGHT TO REJECT THIS AGREEMENT TO ARBITRATE. You may opt out of this Arbitration Agreement within thirty (30) days from the date you first agree to these Terms by sending a written opt-out notice to us at contact@edatingblueprint.com. The notice must include your name, address, and a clear statement that you wish to opt out of the arbitration provision. Your decision to opt out will not affect your ability to use the Digital Product.
CLAUSE 11: PRIVACY AND DATA PROTECTION
11.1 Incorporation of Privacy Policy. The Company is committed to protecting your privacy and the security of your personal data. Your purchase, access to, and use of the Digital Product is also governed by our Privacy Policy, which is expressly incorporated into this Agreement by this reference. The Privacy Policy details how we collect, use, disclose, and safeguard your information.
11.2 Data Processing for Provision of Service. The Company utilizes a designated third-party payment processor (the "Payment Processor") to facilitate your purchase. You acknowledge and agree that the personal data provided during the purchase process (including name, email address, and payment information) is collected and processed by the Payment Processor for the sole purpose of processing your transaction, in accordance with the Payment Processor's own terms of service and privacy policy. The Company collects and processes your email address and transaction data for the purpose of fulfilling your order, delivering the Digital Product, and providing customer support.
11.3 Company's Data Protection Obligations. The Company shall handle any personal data it collects or processes from you in accordance with applicable data protection laws. The Company will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and security of your personal data.
11.4 Data Usage Purposes. The Company will use your personal data strictly for the following legitimate business purposes: (a) To process your transaction and deliver the Digital Product; (b) To communicate with you regarding your purchase, product updates, or customer support; (c) To comply with legal obligations and enforce the terms of this Agreement; (d) As otherwise expressly set forth in our Privacy Policy.
11.5 Security Incident Notification. In the event the Company becomes aware of a security breach that results in the unauthorized access, disclosure, or loss of your personal data, the Company will act in accordance with applicable law, which may include providing notice to you and relevant authorities as required.
11.6 Your Data Rights. Depending on your jurisdiction, you may have certain rights regarding your personal data, such as the right to access, correct, or request deletion of your personal data. Please refer to our Privacy Policy for details on how to exercise these rights. The Company will respond to all legitimate requests in accordance with the timeframes and procedures prescribed by applicable law.
11.7 Limitation. Notwithstanding any other provision, the Company shall not be held liable for any damages or losses resulting from the processing of data by the Payment Processor, except to the extent such damages arise directly from the Company's gross negligence or willful misconduct.
11.8 Changes to Privacy Policy. The Company reserves the right to modify its Privacy Policy at any time. Continued use of the Digital Product after any such changes constitutes your acceptance of the new Privacy Policy.
CLAUSE 12: TERM AND TERMINATION
12.1 Effective Date and Term. This Agreement shall become legally binding and effective upon the earlier of: (i) the Customer's completion of the purchase transaction for the Digital Product; (ii) the Customer's clicking of "I Agree" or analogous acceptance mechanism; or (iii) the Customer's initial access or use of the Digital Product (the "Effective Date"). This Agreement shall remain in full force and effect until it is terminated in accordance with the express provisions set forth herein (the "Term").
12.2 Termination by the Customer. The Customer may terminate this Agreement at any time, for any reason or for no reason, by providing written notice of termination to the Company and by permanently ceasing all access to and use of the Digital Product and all related Proprietary Material. Termination by the Customer under this section does not entitle the Customer to any refund, proration, or reimbursement of any fees paid, except as may be explicitly guaranteed under the Refund Policy stipulated in Clause 5 of this Agreement.
12.3 Termination by the Company for Cause. The Company reserves the unequivocal right to terminate this Agreement, suspend, or revoke the Customer's access to the Digital Product, and cancel the Customer's account immediately, without prior notice or liability, at the Company's sole and absolute discretion, upon any occurrence of the following events constituting cause ("Cause"): (a) Any material breach of this Agreement by the Customer, including but not limited to: (i) violation of the License restrictions and intellectual property rights as detailed in Clause 8; (ii) initiation of an Improper Payment Reversal as defined and prohibited in Clause 6; or (iii) failure to make any payment due to the Company; (b) Any conduct by the Customer that the Company determines, in its sole discretion, to be unlawful, fraudulent, harassing, offensive, or otherwise harmful to the Company, its other customers, its reputation, or its service providers; (c) The Customer's violation of any applicable law, rule, or regulation through the use of the Digital Product; (d) Any circumstance where the Company is required to do so by law, a judicial authority, or a governmental order.
12.4 Termination by the Company for Convenience. Notwithstanding any other provision within this Agreement, the Company may terminate this Agreement without cause for its sole convenience upon thirty (30) days' prior written notice to the Customer. In the event of such termination for convenience, the Company shall provide the Customer with a pro-rata refund of any prepaid, unused fees for the Digital Product, calculated from the effective date of termination.
12.5 Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (a) All rights, licenses, and privileges granted to the Customer under this Agreement shall immediately and irrevocably cease; (b) The Customer shall immediately cease all use of the Digital Product and any and all Proprietary Material; (c) The Customer shall, at the Company's option, either promptly destroy or permanently delete all copies of the Proprietary Material in the Customer's possession or control, whether tangible or intangible, and upon the Company's written request, provide the Company with a written affidavit certifying such destruction and deletion; (d) The Company may, without liability, immediately deactivate the Customer's account and bar any further access to the Digital Product and the Company's systems; (e) Any provisions of this Agreement that, by their nature and context, are intended to survive the termination or expiration of this Agreement shall so survive. This includes, without limitation, the provisions concerning Intellectual Property Ownership (Clause 8), Limitation of Liability (Clause 7), Dispute Resolution and Arbitration (Clause 6), Indemnification, Payment Obligations, and any other clause which must survive to give it its intended effect.
12.6 Accrued Rights and Remedies. The termination or expiration of this Agreement for any reason shall be without prejudice to any rights or remedies which either party may have hereunder or at law or in equity, and shall not relieve either party of any obligation or liability which accrued prior to such termination or expiration, nor affect the continued enforceability of any provision intended to survive termination.
12.7 No Liability for Termination. The Company shall not be liable to the Customer or any third party for any damages, losses, costs, or expenses of any kind resulting from or arising out of, or in any way connected to, the termination of this Agreement in accordance with its terms, including, but not limited to, compensation, reimbursement, or damages for the loss of prospective profits, anticipated sales, or goodwill.
12.8 Post-Termination Assistance. The Company shall have no obligation to provide the Customer with any data, files, or other information subsequent to the termination of this Agreement. The Customer is solely responsible for securing and backing up any data or content the Customer wishes to retain prior to termination.
CLAUSE 13: MODIFICATION OF AGREEMENT
13.1 Right to Modify. The Company reserves the unilateral right, in its sole and absolute discretion, to amend, modify, change, alter, or update this Agreement, and any policies or agreements incorporated herein by reference, at any time and for any reason (collectively, "Modifications").
13.2 Notice of Material Changes. The Company shall provide notice of any Material Modifications to this Agreement. For the purposes of this clause, "Material Modifications" shall be defined as changes that alter or reduce your substantive rights or increase your responsibilities under this Agreement. Notice of such Material Modifications may be provided by the Company through any of the following methods, at its discretion: (a) Posting a prominent notice on the Company's website or landing page for a period of not less than thirty (30) days prior to the effective date of the change; (b) Sending a direct electronic communication (e.g., email) to the email address associated with your user account; (c) Presenting a pop-up notification or banner upon your next login or access attempt to the Digital Product.
13.3 Effective Date of Modifications. All Modifications shall be effective immediately upon posting to the Company's website or other method of notification, unless a later effective date is expressly stated within the notice of modification. It is your sole responsibility to periodically review the most current version of this Agreement, which will be available at edatingblueprint.com/tos, to stay informed of any updates.
13.4 Acceptance by Continued Use. YOUR CONTINUED USE OF THE DIGITAL PRODUCT, YOUR MAINTENANCE OF AN ACTIVE USER ACCOUNT, OR YOUR ACCESS TO THE COMPANY'S PLATFORMS AFTER THE EFFECTIVE DATE OF ANY MODIFICATION SHALL: (a) CONSTITUTE YOUR ACTIVE AND DEEMED ACCEPTANCE OF, AND AGREEMENT TO BE LEGALLY BOUND BY THE MODIFIED TERMS OF THIS AGREEMENT; AND (b) OPERATE AS A CONCLUSIVE AND LEGALLY BINDING WAIVER OF ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH MODIFICATION, EXCEPT AS PROVIDED FOR MATERIAL MODIFICATIONS IN SECTION 13.2.
13.5 Objection to Modifications. If you do not agree to any Modification made to this Agreement, your sole and exclusive remedy is to terminate this Agreement immediately by ceasing all use of the Digital Product and notifying the Company of your termination. You will not be entitled to any prorated refund or compensation for termination due to a Modification, except as may be required by applicable law.
13.6 Non-Material Changes. The Company may make non-material Modifications (e.g., corrections of typographical errors, changes of format, or clarifications that do not alter the meaning of a clause) at any time without prior notice. Such changes will be effective immediately upon posting.
13.7 Governing Version. In the event of any dispute regarding the terms of this Agreement, the version of the Agreement in effect at the time the dispute arose shall govern.
CLAUSE 14: INTERNATIONAL COMPLIANCE AND JURISDICTIONAL SPECIFICS
14.1 General Application. Notwithstanding any other provision within this Agreement, to the extent that the Digital Product is accessed, purchased, or utilized by residents of jurisdictions with mandatory consumer protection laws that offer greater protections than those provided herein ("Override Laws"), the provisions of such Override Laws shall prevail over any conflicting provisions in this Agreement solely for the benefit of consumers residing in those jurisdictions. The remaining provisions of this Agreement shall continue to apply to the fullest extent permitted by such Override Laws.
14.2 European Union and United Kingdom Compliance. For Customers who are consumers residing within the European Union (EU), European Economic Area (EEA), or the United Kingdom (UK): (a) The Consumer Rights Directive 2011/83/EU, as implemented into national law, and any other applicable EU/UK consumer protection legislation, shall apply. (b) You have the right to withdraw from this contract, without giving any reason, within a period of 14 (fourteen) calendar days from the date of conclusion of the contract ("Withdrawal Period"). (c) However, you expressly acknowledge and agree that by requesting and consenting to the immediate performance of our services and the provision of the Digital Product before the expiration of the Withdrawal Period, you lose your right of withdrawal. You hereby provide explicit consent and acknowledgment that the performance of our service begins immediately upon your purchase and access, and you understand that you will not have the right to withdraw once the service has been fully performed. We will provide you with confirmation of your consent and the commencement of performance via email. (d) This right of withdrawal is in addition to, and not in lieu of, the refund policy outlined in Clause 5 of this Agreement. For the avoidance of doubt, if you are a resident of the EU/UK and have not accessed the Digital Product, you may exercise your right of withdrawal within the 14-day period for a full refund. (f) The Company is committed to processing your personal data in compliance with Regulation (EU) 2016/679 (General Data Protection Regulation or "GDPR") and the UK GDPR. Our data processing activities are detailed further in our Privacy Policy. You have the right to lodge a complaint with a supervisory authority in your country of residence if you believe our processing of your personal data infringes applicable data protection laws.
14.3 California Compliance. For Customers who are consumers residing within the State of California, USA: (a) The provisions of the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 ("CCPA/CPRA"), shall apply to the collection and processing of your personal information, as detailed in our Privacy Policy. (b) If you are a California resident, California Civil Code Section 1789.3 permits you to contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Digital Product or to receive further information regarding use of the Digital Product. (c) Nothing in this Agreement shall be construed to waive or limit your rights under the California Consumer Legal Remedies Act ("CLRA") or any other applicable California consumer protection statute to the extent such waiver or limitation is prohibited by law.
14.4 Other Jurisdictions. The Company makes reasonable efforts to comply with the consumer protection and data privacy laws of other jurisdictions where the Digital Product is offered. Customers residing in jurisdictions with specific legal requirements not explicitly enumerated herein are advised to contact the Company to inquire about their specific rights.
14.5 Compliance with Local Laws. You represent and warrant that your access to and use of the Digital Product is in compliance with all laws, rules, and regulations applicable to you based on your country of residence, including any and all applicable export and import control laws and regulations. You are solely responsible for determining whether the Digital Product is appropriate for use in your jurisdiction. The Company makes no representation that the Digital Product is appropriate or available for use in locations outside the United States.
14.6 Translation Discrepancy. This Agreement was originally drafted in the English language. In the event of any discrepancy or conflict between the English version of this Agreement and any translation provided for convenience, the English language version shall always prevail and govern the legal relationship between the Parties.
14.7 Force Majeure and Local Regulations. The Company shall not be held liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including but not limited to: strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, internet outages, interruptions in telecommunications or data transmission systems, power failures, and acts or omissions of government or regulatory authorities, including the enactment of new laws or regulations or the interpretation of existing laws that restrict or prohibit the performance contemplated by this Agreement.
14.8 Governing Law for International Customers. For any Customer who is not a resident of the United States, and to the fullest extent permitted by the mandatory Override Laws of your jurisdiction, any disputes arising out of or relating to this Agreement shall be governed by the laws of the State of New Mexico, without regard to its conflict of law principles, except where your national law mandates that the laws of your country of residence apply.
CLAUSE 15: SEVERABILITY
If any provision or part-provision of this Agreement is, becomes, or is declared by a court of competent jurisdiction to be illegal, invalid, unenforceable, or void for any reason whatsoever, such provision shall be deemed severable from this Agreement and shall not affect the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the original intent and economic effect of the invalid provision. The remainder of this Agreement shall continue in full force and effect, and the legality, validity, and enforceability of the remaining provisions shall not be impaired or adversely affected in any way. This severability clause shall apply both within and across all clauses of this Agreement, meaning that if a specific sub-section, sentence, phrase, or word is found to be unenforceable, it shall be severed to the minimum extent necessary, leaving the remainder of the clause and the entirety of the Agreement intact and operable. The Parties expressly intend and agree that the terms of this Agreement shall be enforced to the fullest extent permissible under applicable law, and that any unenforceability shall be reformed only to the extent necessary to make it enforceable.
CLAUSE 16: NO WAIVER
The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. Nor shall the waiver by either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same provision or a waiver of the provision itself. Any waiver of any term, covenant, or condition of this Agreement must be in writing and signed by the party to be charged, and any such waiver shall only be effective to the extent specifically set forth in such writing. No course of dealing, delay, or omission on the part of either party in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power under this Agreement. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The parties expressly agree that no forbearance, delay, or indulgence by either party in enforcing the provisions of this Agreement shall be construed as a waiver of its rights under this Agreement, nor shall it prejudice its rights.
CLAUSE 17: CUSTOMER SERVICE, CONTACT INFORMATION, AND DISPUTE RESOLUTION NOTICE
17.1 Primary Contact and Resolution Channel. The Company is committed to providing exceptional customer service and resolving any concerns or disputes in a fair, efficient, and amicable manner. The primary, and strongly preferred, method for all customer service inquiries, technical support requests, complaints, or pre-dispute communications ("Customer Communications") is via electronic mail sent to the dedicated customer service address: support@edatingblueprint.com
17.2 Scope of Initial Contact. The Parties mutually acknowledge and agree that engaging in a good-faith dialogue via the channel specified in Section 17.1 is a mandatory first step and condition precedent to initiating any formal dispute resolution proceeding, including but not limited to, filing a demand for arbitration under Clause 10 or initiating a chargeback with a financial institution. You covenant and agree to provide the Company with a detailed written description of the issue and a proposed resolution, allowing the Company a reasonable opportunity of not less than thirty (30) calendar days from the date of your initial Communication to investigate, evaluate, and respond to your concern and, if possible, to achieve a mutually agreeable resolution.
17.3 Formal Legal Notices. Notwithstanding the foregoing, any formal legal notice, demand, or communication required or permitted to be given under this Agreement ("Legal Notice") must be provided in writing and delivered either by: (i) personal delivery; (ii) nationally recognized overnight courier service (e.g., FedEx, UPS), with all fees prepaid; or (iii) certified or registered mail (return receipt requested and postage prepaid). All Legal Notices to the Company must be sent to the following designated address and contact: contact@edatingblueprint.com
17.4 Effectiveness of Notice. Any Legal Notice provided in accordance with Section 17.3 will be effective upon: (a) receipt, if delivered by personal delivery; (b) the first business day after deposit with the overnight courier service; or (c) the fifth (5th) business day after deposit with the postal service. All Legal Notices to you will be sent to the email address or physical address associated with your user account and shall be deemed effective upon sending.
17.5 Your Cooperation. You agree to cooperate reasonably and act in good faith with the Company throughout any customer service or pre-dispute resolution process. This includes, but is not limited to, providing all necessary information, documentation, and details relevant to your inquiry or complaint to enable the Company to thoroughly assess and address the situation. Failure to provide necessary information after a reasonable request from the Company may be deemed a failure to engage in the required good-faith process.
17.6 Escalation to Formal Proceedings. If a Customer Communication does not resolve the issue to your satisfaction after the thirty (30) day good-faith negotiation period has elapsed, the dispute may then be escalated exclusively in accordance with the Dispute Resolution and Arbitration procedures set forth in Clause 10 of this Agreement. You acknowledge that the initiation of a chargeback or any other form of payment reversal prior to the conclusion of this good-faith negotiation period, except as expressly permitted by the Refund Policy in Clause 5, shall constitute a material breach of this Agreement and a violation of the Improper Payment Reversal terms in Clause 6.
17.7 No Admission of Liability. The Company's participation in this customer service and pre-dispute resolution process, including any offer to provide a refund, credit, or other accommodation, is made without any prejudice to, and shall not constitute an admission of, any liability or wrongdoing of any kind, and is offered solely as a commercial gesture in the spirit of customer satisfaction and conflict avoidance. Any such offer or resolution shall be considered a compromise of a disputed claim and shall be treated as such for all legal purposes.
17.8 California Residents. If you are a resident of the State of California, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
17.9 European Union and United Kingdom Residents. If you are a resident of the European Union or the United Kingdom, you have the right to lodge a complaint with a national data protection authority regarding our data processing activities. The European Commission provides an online dispute resolution platform, which you can access here. The Company remains, however, committed to resolving all issues directly with you first and encourages you to contact us via the methods provided in this Clause.
CLAUSE 18: ASSIGNMENT AND DELEGATION
18.1 General Restriction on Assignment by Customer. The rights, licenses, interests, and privileges granted to the Customer under this Agreement are personal to the Customer and are granted solely for the Customer's individual, non-commercial benefit. Accordingly, the Customer's rights and obligations under this Agreement are non-transferable, non-assignable, and non-delegable, in whole or in part, whether by operation of law, contract, or otherwise, without the prior express written consent of the Company, which consent may be granted, denied, or conditioned in the sole and absolute discretion of the Company. Any purported assignment, transfer, sublicense, delegation, or other disposition of the Customer's rights or duties under this Agreement, in violation of this express prohibition, shall be deemed null and void ab initio and of no legal force or effect whatsoever.
18.2 Specific Prohibited Acts. Without limiting the generality of the foregoing, the Customer expressly covenants and agrees not to, and shall not permit any third party to: (a) sell, rent, lease, loan, license, sublicense, transfer, assign, pledge, hypothecate, or otherwise encumber or dispose of their rights to access or use the Digital Product; (b) share their account credentials, access links, or passwords with any third party for the purpose of granting such third party access to the Digital Product; (c) bequeath or otherwise transfer access rights through a will, trust, or the laws of descent and distribution; or (d) utilize any mechanism, whether digital, contractual, or otherwise, to effectively transfer the benefits or burdens of this Agreement to any other individual, entity, or organization. Any such attempted prohibited act shall constitute a material breach of this Agreement, resulting in the immediate and automatic termination of the Customer's access to the Digital Product, without prejudice to any other legal or equitable remedies available to the Company.
18.3 Company's Right to Assign. Notwithstanding any provision to the contrary contained within this Agreement, the Company reserves the unequivocal right to freely assign, transfer, delegate, sublicense, or otherwise convey this Agreement, in whole or in part, and all rights, duties, obligations, licenses, and interests herein, to any successor, affiliate, subsidiary, or third party, without notice to, or the consent of, the Customer, in connection with any merger, acquisition, corporate reorganization, consolidation, sale of all or substantially all of the Company's assets, sale of stock, or any other change of control transaction. The Customer hereby provides irrevocable consent to any such assignment, transfer, or delegation by the Company.
18.4 Binding Effect and Successors. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors, heirs, executors, administrators, and assigns. In the event of a permitted assignment by the Company, this Agreement shall continue in full force and effect and shall be binding upon, and enforceable by, the Company's successor, assignee, or transferee, who shall have the full right to enforce all provisions of this Agreement as if originally named as the "Company" herein. The Customer acknowledges that their obligations and covenants are intended to run with the Digital Product and benefit any future owner or operator thereof.
18.5 No Third-Party Beneficiaries. Except as expressly provided in Section 18.4 with respect to the Company's permitted successors and assigns, nothing contained in this Agreement is intended to, or shall be construed to, confer any rights, benefits, remedies, obligations, or liabilities upon any person or entity other than the Parties to this Agreement and their respective permitted successors and assigns. This Agreement is solely for the benefit of the Parties and is not intended to create any third-party beneficiary rights in any other individual or entity, including any creditor of either Party.
18.6 Delegation of Performance. The Company may, in its sole discretion, delegate the performance of any of its obligations or the exercise of any of its rights under this Agreement to any third-party contractor, service provider, or affiliate, without notice to, or the consent of, the Customer. The Company shall remain primarily liable and responsible for the performance of any such delegated obligations. The Customer may not delegate any of their obligations under this Agreement.
CLAUSE 19: CONSTRUCTION AND INTERPRETATION
19.1 Headings and Titles. The headings, titles, subtitles, captions, marginal notes, and other explanatory text or labels appearing within this Agreement (collectively, "Headings") are inserted for convenience of reference only, to facilitate organization and navigation, and shall not be deemed to constitute a part of this Agreement. The Headings shall not be used, utilized, or relied upon in any manner to construe, interpret, explain, define, limit, amplify, or describe the scope, meaning, or intent of any provision, term, clause, section, or subsection of this Agreement, nor shall they otherwise be used to affect, influence, or alter the meaning, construction, or interpretation of any of the terms, covenants, or conditions herein. The Headings are for administrative purposes only and are devoid of any substantive legal significance or weight.
19.2 Rules of Interpretation. Unless the context of this Agreement otherwise clearly and unambiguously requires, the following rules of interpretation and construction shall apply to this Agreement: (a) The word "including" and its grammatical variants (such as "includes" or "include"), whether or not followed by a comma or the phrase "but not limited to," "without limitation," "inter alia," or words of similar import, shall in all cases be construed, interpreted, and deemed to mean "including, without limitation" or "including, but not limited to," and shall not be interpreted or construed to limit the generality of any preceding word or statement. (b) References to any statute, law, regulation, or ordinance shall be deemed to refer to such statute, law, regulation, or ordinance as it may be amended, modified, supplemented, or reenacted from time to time, and shall include all corresponding successor statutes and regulations. (c) Pronouns in the masculine, feminine, or neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, in each case as the context may require. (d) The words "herein," "hereof," "hereunder," "hereby," and other words of similar import refer to this Agreement in its entirety and not to any particular provision, clause, or section, unless otherwise expressly stated. (e) The terms "Article," "Section," "Clause," "Subsection," and "Paragraph" refer to the specified Article, Section, Clause, Subsection, or Paragraph of this Agreement. (f) The word "or" is not exclusive and shall be interpreted to mean "and/or" where the context permits. (g) The words "will" and "shall" are to be construed as having the same mandatory meaning. (h) Any reference to a "day," "month," or "year" refers to a calendar day, month, or year unless otherwise expressly designated as a "business day." (i) Any agreement, instrument, or statute defined or referred to herein means such agreement, instrument, or statute as from time to time amended, modified, or supplemented, including by succession of comparable successor statutes. (j) The Parties acknowledge that each Party and its legal counsel have reviewed and participated in the drafting of this Agreement. Accordingly, any rule of legal construction or interpretation that would require ambiguities to be resolved against the Party that drafted the Agreement shall not be applied in the interpretation of this Agreement or any amendments or exhibits hereto.
19.3 Order of Precedence. In the event of any conflict, inconsistency, or incongruity between the provisions contained in the main body of this Agreement and any exhibit, appendix, schedule, addendum, annex, or policy incorporated by reference herein, the provisions set forth in the main body of this Agreement shall govern and control to the extent of such conflict, unless such exhibit, appendix, schedule, addendum, annex, or policy explicitly and specifically states that it is intended to override a specific provision of the main agreement and such statement is initialed by both Parties.
19.4 Severability of Interpretation Provisions. The provisions of this Clause 19 are fundamental to the understanding and enforcement of this entire Agreement. If any rule of interpretation set forth herein is found by a court of competent jurisdiction to be unenforceable, the remainder of these interpretation rules shall remain in full force and effect, and the Agreement shall be construed as if it did not contain the unenforceable rule. The Parties expressly direct any court or arbitrator to apply the rules of construction contained herein in any proceeding to interpret or enforce this Agreement.
Contact Information
If you have any questions about these Terms of Service, please contact us at:
Email: contact@edatingblueprint.com