Terms of Service

1. Introduction and Acceptance of Terms

Introduction and Acceptance of Terms

Welcome to EmEase, a self-administered EMDR application ("App") owned and operated by Underdog Club LLC ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the EmEase mobile applications, website (EmEase.com), web application (app.EmEase.com), and all related services (collectively, the "Service").

1.1 Acceptance of Terms

By accessing or using the Service in any manner, including but not limited to visiting or browsing the website, downloading the mobile application, creating an account, or utilizing any features of the Service, you agree to be bound by these Terms, our Privacy Policy, and any additional terms and conditions that may apply to specific areas of the Service. If you do not agree to all of these Terms, you must not access or use the Service.

1.2 Definitions

Throughout these Terms, the following definitions apply:

  • "Service" refers to the EmEase application, website, web application, and all related services provided by Underdog Club LLC.
  • "User," "you," or "your" refers to any individual who accesses or uses the Service.
  • "Content" refers to all text, images, audio, video, software, data compilations, and other materials that appear on or are part of the Service.
  • "User Content" refers to any content, including personal information, preferences, and data that you submit, upload, or otherwise provide to the Service.
  • "EMDR" refers to Eye Movement Desensitization and Reprocessing, a psychotherapy technique that EmEase helps users self-administer.

1.3 Eligibility to Accept Terms

By accepting these Terms, you represent and warrant that you are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher. If you are under the required age, you may not use the Service unless you have obtained verifiable consent from a parent or legal guardian.

1.4 Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on the Service and updating the "Last Updated" date. Your continued use of the Service after such modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

1.5 Electronic Communications

By using the Service, you consent to receive communications from us electronically, including emails, texts, mobile push notices, or notices and messages posted on the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

2. Medical Disclaimer

Medical Disclaimer

2.1 Not a Substitute for Professional Care

EmEase is designed as a self-help tool that utilizes principles of Eye Movement Desensitization and Reprocessing (EMDR). The Service is NOT a substitute for professional medical advice, diagnosis, or treatment. EmEase does not provide medical or mental health services, therapy, or professional counseling. The content and features available through our Service are for informational and self-help purposes only.

2.2 Consultation with Healthcare Providers

We strongly recommend consulting with a qualified healthcare provider, licensed mental health professional, or certified EMDR therapist before beginning any self-administered EMDR practice, including the use of EmEase. Only a qualified healthcare provider can determine if self-administered EMDR is appropriate for your specific situation.

2.3 Potential Risks

Self-administered EMDR may not be appropriate for all individuals. EMDR techniques, even when self-administered, may trigger intense emotional responses, memories, or physical sensations. Users with certain mental health conditions, including but not limited to dissociative disorders, psychosis, severe depression, suicidal ideation, or post-traumatic stress disorder (PTSD), may experience adverse effects and should only use EMDR techniques under the direct supervision of a qualified healthcare provider.

2.4 Emergency Situations

EmEase is not designed for emergency situations. If you are experiencing a mental health emergency, having thoughts of harming yourself or others, or are in crisis, please call 911, go to your nearest emergency room, contact the National Suicide Prevention Lifeline at 988 or 1-800-273-8255, or use other crisis resources available in your area immediately.

2.5 No Guaranteed Results

While EMDR has been recognized as an effective treatment for certain conditions when administered by trained professionals, we make no guarantees, representations, or warranties regarding the effectiveness of self-administered EMDR or the EmEase Service for any particular user or condition. Results may vary significantly between individuals.

2.6 Not FDA Approved

EmEase is not a medical device and has not been evaluated or approved by the U.S. Food and Drug Administration (FDA) or any other regulatory agency for the treatment of any medical or mental health condition.

2.7 User Responsibility

By using EmEase, you acknowledge and agree that you are solely responsible for your own mental and physical wellbeing while using the Service. You agree to discontinue use of the Service and seek professional help if you experience any adverse effects or if your symptoms worsen.

3. User Eligibility and Registration

User Eligibility and Registration

3.1 Age Requirements

You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher, to use the EmEase Service. By registering for an account or using the Service, you represent and warrant that you meet these age requirements. If we discover or have reason to believe that you do not meet these requirements, we reserve the right to terminate your account immediately.

3.2 Account Creation

3.2.1 Registration Information

To access certain features of the Service, you may be required to create an account. When registering for an account, you agree to provide accurate, current, and complete information about yourself as prompted by the registration form. This information may include, but is not limited to, your name, email address, and password.

3.2.2 One Account Per User

You may create only one account per person. You may not share your account with any other individual, and you may not create accounts for others without their express permission.

3.2.3 Verification

We may, at our discretion, verify the information you provide during registration. This may include sending a verification email to the address you provide. You agree to complete any verification processes we implement.

3.3 Account Security

3.3.1 Password Protection

You are responsible for maintaining the confidentiality of your account password and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account.

3.3.2 Unauthorized Access

You must notify us immediately at [email protected] if you become aware of any unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

3.3.3 Security Measures

We implement reasonable security measures to protect your account information, but we cannot guarantee absolute security. You acknowledge that you provide your personal information at your own risk.

3.4 Account Termination

3.4.1 Termination by User

You may terminate your account at any time by following the instructions available within the Service or by contacting us at [email protected]. Upon termination, certain provisions of these Terms will continue to remain in effect.

3.4.2 Termination by EmEase

We reserve the right to suspend or terminate your account and access to the Service at our sole discretion, without notice, for conduct that we believe violates these Terms or is harmful to other users of the Service, us, or third parties, or for any other reason.

3.5 Special Health Considerations

Given the nature of EMDR techniques, individuals with certain mental health conditions should exercise caution when using the Service. By creating an account, you acknowledge that you have consulted with a healthcare professional regarding the appropriateness of self-administered EMDR for your specific situation, or you take full responsibility for your decision to use the Service without such consultation.

4. License and Intellectual Property

License and Intellectual Property

4.1 Limited License to Use the Service

Subject to your compliance with these Terms, Underdog Club LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the EmEase Service for your personal, non-commercial use. This license does not include any resale or commercial use of the Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.

4.2 Ownership of Content and Intellectual Property

4.2.1 EmEase Content

All content included in or made available through the Service, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof (collectively, "EmEase Content") is the property of Underdog Club LLC or its content suppliers and is protected by United States and international copyright, trademark, patent, and other intellectual property or proprietary rights laws.

4.2.2 EmEase Trademarks

The name "EmEase," the EmEase logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Underdog Club LLC or its affiliates. You may not use such marks without the prior written permission of Underdog Club LLC. All other names, brands, and marks are used for identification purposes only and may be the trademarks of their respective owners.

4.2.3 User Content

You retain all rights to any content you submit, post, or display on or through the Service ("User Content"). By submitting, posting, or displaying User Content on or through the Service, you grant Underdog Club LLC a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your User Content in any existing or future media in connection with the Service, including for the purpose of improving and providing the Service.

4.3 Restrictions on Use

You agree not to:

  1. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service or EmEase Content;
  2. Copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any EmEase Content;
  3. Use the Service for any commercial purpose or for the benefit of any third party;
  4. Remove, obscure, or alter any proprietary notices (including copyright and trademark notices) contained in or on the Service;
  5. Use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of the Service;
  6. Reformat or frame any portion of the web pages that are part of the Service;
  7. Create user accounts by automated means or under false or fraudulent pretenses;
  8. Attempt to gain unauthorized access to the Service, user accounts, computer systems, or networks connected to the Service;
  9. Collect or store personal data about other users without their express consent; or
  10. Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service.

4.4 Digital Millennium Copyright Act (DMCA)

If you believe that any content on the Service infringes upon your copyright, please notify us in accordance with our Copyright Policy by providing a written notice containing the information required by the Digital Millennium Copyright Act (17 U.S.C. § 512) to [email protected].

4.5 Feedback

If you provide us with any feedback, suggestions, improvements, or recommendations regarding the Service ("Feedback"), you hereby grant Underdog Club LLC an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such Feedback in any way and for any purpose without compensation or obligation to you.

5. Privacy Policy Reference

Privacy Policy Reference

5.1 Incorporation of Privacy Policy

Your privacy is important to us. Our Privacy Policy, which is incorporated into these Terms by reference, explains how we collect, use, disclose, and protect your personal information when you use the Service. By using EmEase, you acknowledge that you have read and understand our Privacy Policy, which can be found at https://emease.com/privacy.

5.2 Overview of Data Collection and Use

While our Privacy Policy contains comprehensive details about our data practices, we provide this brief overview for your convenience:

5.2.1 Information We Collect

We may collect various types of information when you use EmEase, including:

  1. Account information (such as name, email address, and password);
  2. Usage data (such as how you interact with the Service);
  3. Device information (such as device type, operating system, and browser type);
  4. Self-reported mental health information and preferences you choose to provide; and
  5. Session data related to your EMDR practice.
5.2.2 How We Use Your Information

We use the information we collect to:

  1. Provide, maintain, and improve the Service;
  2. Personalize your experience;
  3. Communicate with you about the Service;
  4. Monitor and analyze trends, usage, and activities in connection with the Service;
  5. Detect, investigate, and prevent fraudulent transactions and other illegal activities; and
  6. Protect the rights and property of Underdog Club LLC and others.

5.3 Data Security

We implement reasonable security measures to protect your personal information. However, no method of transmission over the Internet or electronic storage is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

5.4 Third-Party Services

The Service may contain links to third-party websites or services that are not owned or controlled by Underdog Club LLC. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Underdog Club LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

5.5 Children's Privacy

The Service is not directed to children under the age of 18, and we do not knowingly collect personal information from children under 18. If we learn that we have collected personal information from a child under 18, we will promptly delete that information. If you believe we might have any information from or about a child under 18, please contact us at [email protected].

5.6 Changes to Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page and updating the "Last Updated" date. You are advised to review our Privacy Policy periodically for any changes. Changes to the Privacy Policy are effective when they are posted.

5.7 Contact Us About Privacy Concerns

If you have any questions about our Privacy Policy or data practices, please contact us at [email protected].

6. User Conduct and Prohibited Activities

User Conduct and Prohibited Activities

6.1 Acceptable Use Guidelines

When using EmEase, you agree to:

  1. Comply with all applicable laws, regulations, and these Terms;
  2. Use the Service only for lawful purposes and in accordance with these Terms;
  3. Respect the privacy and rights of other users;
  4. Use the Service in a manner consistent with its intended purpose as a self-administered EMDR tool;
  5. Provide accurate information when creating an account or using the Service;
  6. Take responsibility for maintaining the confidentiality of your account credentials;
  7. Promptly notify us of any unauthorized use of your account or any other breach of security; and
  8. Use the Service in a manner that does not interfere with or disrupt the integrity or performance of the Service or related systems.

6.2 Prohibited Activities

You agree not to engage in any of the following prohibited activities:

6.2.1 Regarding Content and Communication
  1. Upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
  2. Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, or use the Service for fraudulent purposes;
  3. Forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Service;
  4. Upload, post, email, transmit, or otherwise make available any content that you do not have a right to make available under any law or contractual relationship;
  5. Upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
  6. Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  7. Upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
6.2.2 Regarding System and Security
  1. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  2. Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service through password mining or any other means;
  3. Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission;
  4. Bypass any measures we may use to prevent or restrict access to the Service;
  5. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service;
6.2.3 Regarding Usage and Distribution
  1. Use the Service for any commercial purpose without our prior written consent;
  2. Reproduce, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Service, use of the Service, or access to the Service;
  3. Transfer or sublicense your account rights to any other person;
  4. Use the Service in any way that could harm minors;
  5. Use the Service to transmit any data or material that could be considered sensitive personal health information under applicable laws, unless explicitly permitted by the Service's features and our Privacy Policy.

6.3 Reporting Violations

If you become aware of any violation of these Terms by another user, please report it to [email protected]. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these Terms, including removing objectionable content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

6.4 Consequences of Violations

Violation of these Terms may result in, among other things:

  1. Immediate, temporary, or permanent suspension or termination of your access to the Service;
  2. Deletion of your content or account;
  3. Legal proceedings, including seeking damages and injunctive relief; and/or
  4. Reporting to law enforcement authorities.

7. Subscription Terms and Payment

Subscription Terms and Payment

7.1 Subscription Options

EmEase may offer various subscription plans, including free and paid options. The specific features, limitations, and pricing for each subscription plan will be described on our website or within the Service at the time of purchase or registration.

7.1.1 Free Version

We may offer a free version of EmEase with limited features. The availability and features of any free version are at our sole discretion and may change at any time without notice.

7.1.2 Paid Subscriptions

Paid subscriptions provide access to additional features as described in the Service. By purchasing a paid subscription, you agree to pay the subscription fees indicated for your selected plan.

7.2 Pricing and Payment Terms

7.2.1 Fees and Taxes

All prices are in U.S. dollars unless otherwise specified. Prices may vary by location, device, or other factors. Prices are inclusive of applicable taxes unless otherwise stated. You are responsible for paying all fees and applicable taxes associated with your use of the Service.

7.2.2 Payment Methods

We accept various payment methods as indicated during the checkout process. By providing a payment method, you represent that you are authorized to use the payment method and that any payment information you provide is true and accurate.

7.2.3 Processing of Payments

Payments are processed through third-party payment processors. Your use of these payment services may be subject to additional terms and conditions and privacy policies of those third-party providers.

7.3 Billing Cycles and Renewal

7.3.1 Billing Cycle

For paid subscriptions, your subscription will automatically renew at the end of each billing period (monthly, annually, or as otherwise specified during purchase) unless you cancel it before the renewal date.

7.3.2 Automatic Renewal

By purchasing a subscription, you authorize us to charge your payment method on a recurring basis for the subscription plan you selected, until you cancel it or we terminate it.

7.3.3 Price Changes

We reserve the right to change our subscription fees at any time. If we change the fees for your subscription, we will provide notice of the change on the Service or by email, at least 30 days before the change takes effect. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the modified fee amount.

7.4 Cancellation Policy

7.4.1 How to Cancel

You may cancel your subscription at any time through your account settings within the Service or by contacting us at [email protected].

7.4.2 Effect of Cancellation

If you cancel your subscription, you may continue to use the paid features until the end of your current billing period. After that, your subscription will not renew, and you will no longer have access to the paid features.

7.4.3 No Prorated Refunds

We do not provide refunds or credits for partial subscription periods or for periods during which you did not use the paid features of the Service, unless required by law.

7.5 Refund Policy

7.5.1 General Policy

All purchases are final and non-refundable, except as expressly provided in these Terms or as required by applicable law.

7.5.2 Exceptions

We may consider refund requests on a case-by-case basis. If you believe you are entitled to a refund, please contact us at [email protected] with details about your purchase and the reason for your refund request.

7.5.3 Technical Issues

If you experience technical issues with the Service that we are unable to resolve, we may, at our sole discretion, issue a refund or credit.

7.6 Free Trials

7.6.1 Trial Eligibility

We may offer free trials of our paid subscriptions. Eligibility for free trials is determined at our sole discretion, and we may limit eligibility to prevent abuse.

7.6.2 Trial Conversion

When your free trial period ends, we will automatically begin charging your payment method for your subscription unless you cancel before the end of the trial period.

7.6.3 Trial Limitations

We reserve the right to modify or terminate free trials at any time without notice. We may also place restrictions on the combination of free trials with other offers.

7.7 Account Information

You are responsible for maintaining accurate and up-to-date payment and contact information associated with your account. If we are unable to charge your payment method due to expiration, insufficient funds, or otherwise, we may suspend or terminate your access to the paid features of the Service.

For the complete Terms of Service, please refer to the following sections:

  • 11. Modifications to Terms or Service
  • 12. Governing Law and Dispute Resolution
  • 13. Contact Information

The full Terms of Service document is available upon request by contacting [email protected].

8. Limitation of Liability

Limitation of Liability

8.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UNDERDOG CLUB LLC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNDERDOG CLUB LLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR SERVICES PROVIDED ON OR THROUGH THE USE OF EMEASE. NO INFORMATION OBTAINED FROM UNDERDOG CLUB LLC OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

8.2 Medical and Health Disclaimers

EMEASE IS NOT A MEDICAL DEVICE AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. THE CONTENT PROVIDED THROUGH THE SERVICE IS FOR INFORMATIONAL AND SELF-HELP PURPOSES ONLY AND IS NOT INTENDED AS MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

UNDERDOG CLUB LLC DOES NOT WARRANT OR GUARANTEE ANY HEALTH, PSYCHOLOGICAL, OR EMOTIONAL BENEFITS FROM USING THE SERVICE. INDIVIDUAL RESULTS MAY VARY SIGNIFICANTLY, AND NO SPECIFIC OUTCOME IS GUARANTEED.

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNDERDOG CLUB LLC, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  1. YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE;
  2. ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE;
  3. ANY CONTENT OBTAINED FROM THE SERVICE; AND
  4. UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT,

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.4 Cap on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF:

  1. THE AMOUNT YOU HAVE PAID UNDERDOG CLUB LLC FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR
  2. ONE HUNDRED DOLLARS ($100).

THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

8.5 Exclusions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8.6 Essential Purpose

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UNDERDOG CLUB LLC AND YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT UNDERDOG CLUB LLC WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT SUCH LIMITATIONS.

8.7 Release

To the extent permitted by applicable law, you hereby release and forever discharge Underdog Club LLC and its officers, directors, employees, agents, successors, and assigns from any and all claims, demands, expenses, damages, losses, liabilities, rights, and causes of action arising out of or in any way related to your use of the Service, including but not limited to any interactions with other users or third-party services.

8.8 Force Majeure

Underdog Club LLC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government action, internet disturbance, or service provider failures.

9. Indemnification

Indemnification

9.1 User Indemnification Obligation

You agree to defend, indemnify, and hold harmless Underdog Club LLC, its parent company, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  1. Your violation of these Terms;
  2. Your use of the Service, including, but not limited to, any use of the Service's content, services, and products other than as expressly authorized in these Terms;
  3. Your User Content;
  4. Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or
  5. Any claim that your User Content caused damage to a third party.

9.2 Defense Obligation

If Underdog Club LLC is subject to any claim for which you have an indemnification obligation, we will:

  1. Promptly notify you in writing of the claim (provided that any delay in notification shall not relieve you of your obligations except to the extent you are materially prejudiced by such delay);
  2. Provide reasonable cooperation to you in connection with the defense and settlement of such claim, at your expense; and
  3. Allow you to control the defense and settlement of the claim, provided that you may not settle any claim without Underdog Club LLC's prior written consent if the settlement requires Underdog Club LLC to admit any liability, pay any amounts, or take or refrain from taking any action.

9.3 Underdog Club LLC's Right to Participate

Notwithstanding your control of the defense, Underdog Club LLC reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such an event, you agree to cooperate with Underdog Club LLC in asserting any available defenses.

9.4 No Implied Waiver

The failure of Underdog Club LLC to exercise or enforce any right or provision of these indemnification terms shall not operate as a waiver of such right or provision.

9.5 Survival of Indemnification Obligations

Your indemnification obligations under these Terms shall survive the termination of your account or your use of the Service.

9.6 Limitation on Indemnification

Nothing in this section shall require you to indemnify Underdog Club LLC for its own gross negligence or willful misconduct.

9.7 Notification of Claims

If you become aware of any actual or potential claim, demand, or action for which you would be required to indemnify Underdog Club LLC under these Terms, you agree to promptly notify Underdog Club LLC by sending an email to [email protected] with details about the claim, demand, or action.

10. Termination

Termination

10.1 Term

These Terms shall remain in full force and effect while you use the Service or maintain an account with EmEase.

10.2 Termination by User

10.2.1 Account Termination

You may terminate your account at any time by:

  1. Following the account deletion instructions within the Service;
  2. Sending a termination request to [email protected]; or
  3. Ceasing all use of the Service and uninstalling all applications.
10.2.2 Subscription Cancellation

Terminating your account does not automatically cancel your subscription. To avoid future charges, you must also cancel any active subscriptions as described in Section 7.4 before terminating your account.

10.3 Termination by Underdog Club LLC

10.3.1 Termination With Notice

We may terminate or suspend your account and access to the Service at any time, for any reason, upon providing notice to you.

10.3.2 Termination Without Notice

We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

  1. Violations of these Terms;
  2. Requests by law enforcement or other government agencies;
  3. Discontinuance or material modification of the Service;
  4. Unexpected technical or security issues;
  5. Extended periods of inactivity;
  6. Engagement in fraudulent or illegal activities; or
  7. Failure to pay any fees owed to Underdog Club LLC.
10.3.3 Refund Policy Upon Termination

If we terminate your account for reasons other than your breach of these Terms, we may, at our sole discretion, provide a prorated refund for any unused portion of your subscription. If we terminate your account due to your breach of these Terms, you will not be entitled to any refund.

10.4 Effects of Termination

10.4.1 Access to Service

Upon termination of your account, your right to use the Service will immediately cease. You will no longer have access to your account, User Content, or any information stored within the Service.

10.4.2 Data Retention and Deletion

Following termination, we may retain certain information associated with your account for analytical purposes and recordkeeping integrity, as well as to prevent fraud, enforce our Terms, take actions we deem necessary to protect the integrity of the Service, or take other actions permitted by law.

We will delete or anonymize your personal information within a reasonable time after account termination, except where:

  1. We are required to retain it to comply with applicable law;
  2. We need to retain it to evidence our compliance with applicable law;
  3. There is an outstanding issue, claim, or dispute requiring us to retain the relevant information; or
  4. The information must be retained for our legitimate business interests, such as fraud prevention and enhancing users' safety and security.
10.4.3 User Content

Any User Content that you submitted may remain on the Service even after termination of your account, particularly if it has been shared with or used by other users. However, it will no longer be identified with your account.

10.5 Survival of Terms

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10.6 Reinstatement

We reserve the right, but are not obligated, to reinstate your account if it was terminated in error or if the circumstances leading to termination have been resolved to our satisfaction. If you believe your account was terminated in error, you may contact us at [email protected].

11. Modifications to Terms or Service

Modifications to Terms or Service

11.1 Changes to Terms

Underdog Club LLC reserves the right, at our sole discretion, to modify, update, or replace these Terms at any time. The most current version of the Terms will be posted on our website and within the EmEase application. It is your responsibility to check these Terms periodically for changes.

11.1.1 Material Changes

If we make material changes to these Terms, we will provide notice through the Service, via email to the address associated with your account, or by other reasonable means at least 30 days before the changes take effect.

11.1.2 Non-Material Changes

For non-material modifications, such as clarifications or corrections that do not affect your rights and obligations, we may not provide specific notice. Such changes will be effective immediately upon posting.

11.1.3 Your Continued Use

Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of and agreement to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and terminate your account.

11.2 Changes to the Service

11.2.1 Right to Modify the Service

Underdog Club LLC reserves the right to modify, suspend, or discontinue the Service (or any part or feature thereof) at any time with or without notice. We may add, remove, or change features, functionality, content, or materials related to the Service at our sole discretion.

11.2.2 Updates and Upgrades

We may from time to time develop and provide Service updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

11.2.3 Automatic Updates

Based on your device settings, when your device is connected to the internet, the Service may automatically download and install available Updates. You agree to promptly download and install all Updates and acknowledge that the Service or portions thereof may not properly operate if you fail to do so.

11.3 Pricing Changes

11.3.1 Right to Change Pricing

We reserve the right to change our subscription fees or any other charges for the Service at any time. We will provide notice of any price change to affected users by email or through the Service at least 30 days before the change takes effect.

11.3.2 Effect on Existing Subscriptions

For existing subscribers, price changes will take effect at the start of the next subscription period following the date of the price change. By continuing to use the Service after the price change takes effect, you agree to pay the updated price.

11.4 Notification Procedures

11.4.1 Methods of Notification

We may provide notifications about changes to these Terms or the Service through various methods, including but not limited to:

  1. Email notifications to the address associated with your account;
  2. Push notifications or in-app messages within the EmEase application;
  3. Posting notices on our website at EmEase.com; or
  4. Other means designed to bring the changes to your attention.
11.4.2 Contact Information

It is your responsibility to maintain accurate and up-to-date contact information in your account settings to ensure you receive important notifications from us.

11.5 Objection to Changes

If you object to any changes to the Terms or the Service, your sole recourse is to stop using the Service and terminate your account. Your continued use of the Service following the posting of changes constitutes your acceptance of such changes.

12. Governing Law and Dispute Resolution

Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and your use of the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

12.2 Agreement to Arbitrate

12.2.1 Mandatory Arbitration

You and Underdog Club LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Service (collectively, "Disputes") shall be resolved solely by binding individual arbitration and not in a class, representative, or consolidated action or proceeding.

12.2.2 Exceptions to Arbitration

The following Disputes are excluded from this agreement to arbitrate:

  1. Disputes seeking to enforce or protect, or concerning the validity of, any of your or Underdog Club LLC's intellectual property rights;
  2. Disputes related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
  3. Any claim for injunctive relief.

If this agreement to arbitrate is found not to apply to you or a particular Dispute, you agree to the exclusive jurisdiction and venue provisions in Section 12.6 below.

12.3 Arbitration Procedures

12.3.1 Arbitration Administration

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

12.3.2 Arbitrator Selection

The parties shall select a mutually agreeable arbitrator. If the parties are unable to agree upon an arbitrator within fourteen (14) days of the demand for arbitration, either party may request that the AAA appoint an arbitrator.

12.3.3 Location of Arbitration

Unless you and Underdog Club LLC otherwise agree, the arbitration will be conducted in Wilmington, Delaware. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary.

12.3.4 Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

12.3.5 Fees

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. If you prevail in the arbitration, Underdog Club LLC will reimburse you for your reasonable attorneys' fees and expenses to the extent provided by applicable law.

12.4 Class Action Waiver

12.4.1 No Class Actions

YOU AND UNDERDOG CLUB LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.4.2 No Consolidated Actions

Unless both you and Underdog Club LLC agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.5 Opt-Out Procedure

You have the right to opt out of the provisions of this Section 12 by sending written notice of your decision to opt out to [email protected] within 30 days after first becoming subject to this Section 12. Your notice must include your name and address, your EmEase username (if any), and a clear statement that you want to opt out of this arbitration agreement. If you opt out of this arbitration provision, all other parts of these Terms will continue to apply to you.

12.6 Exclusive Jurisdiction for Litigation

If for any reason a Dispute proceeds in court rather than in arbitration, you and Underdog Club LLC agree that:

  1. Any such Dispute shall be brought exclusively in the state or federal courts located in Wilmington, Delaware;
  2. You and Underdog Club LLC irrevocably consent to the exclusive jurisdiction and venue of such courts for the purpose of any such litigation; and
  3. You and Underdog Club LLC agree to waive any objection based on forum non conveniens and any objection to venue of any action instituted under these Terms.

12.7 Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

12.8 Severability

If any provision of this Section 12 is held to be unenforceable, that provision shall be severed from these Terms and the remainder of this Section 12 shall remain in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is held to be unenforceable, this entire Section 12 shall be null and void.

12.9 Delaware Business Entity

Underdog Club LLC is a Delaware limited liability company with its principal place of business in Maryland. By agreeing to these Terms, you acknowledge that while the company operates from Maryland, it is legally formed under the laws of Delaware, which govern its corporate affairs and internal matters.

13. Contact Information

Contact Information

13.1 How to Contact Us

If you have any questions, concerns, or comments about these Terms, the Service, or your account, please contact us using one of the following methods:

13.1.1 Email

For general inquiries, feedback, or support:
[email protected]

For legal matters, including questions about these Terms:
[email protected]

13.1.2 Postal Mail

Underdog Club LLC
2833 Smith Avenue, Suite 305
Baltimore, MD 21209
United States

13.1.3 Website Contact Form

You may also contact us through the contact form available on our website at:
https://emease.com/contact

13.2 Response Time

We strive to respond to all inquiries within 2 business days. Complex issues may require additional time to address properly.

13.3 Reporting Violations

If you believe that any user has violated these Terms, please report such violation to [email protected]. Please provide:

  1. A description of the alleged violation;
  2. Information sufficient for us to locate the material (such as a URL, screen name, or other identifying information);
  3. Your contact information; and
  4. A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law.

13.4 Legal Notices

All legal notices to Underdog Club LLC should be sent in writing to:

Underdog Club LLC
Attn: Legal Department
2833 Smith Avenue, Suite 305
Baltimore, MD 21209
United States

Or by email to: [email protected]

13.5 Updates to Contact Information

We may update our contact information from time to time. The most current contact information will always be available in these Terms and on our website.

13.6 No Phone Support

At this time, we do not offer telephone support. All support and communication is handled through the channels listed above.

13.7 Business Hours

Our team is available to respond to inquiries during normal business hours, Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding U.S. federal holidays.

Last Updated: May 1, 2024

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