Welcome to hellobrella.com and the Brella mobile device applications. Please read these Terms of Service carefully before using the services offered by Brella Space Corp. or any of its subsidiaries or affiliates (collectively, “Brella”, “us”, “we”). These Terms of Service set forth the terms and conditions of our relationship and for your use of the hellobrella.com website (the “Site”); the Brella mobile applications (the “Apps”); the on-demand childcare, co-working, event, event space, and health and wellness services offered by Brella; and all other services, features, or content offered by Brella and related communications (collectively, the “Services”) to you.

 

By accessing Site and/or the Services, regardless of whether you (“you”, “your”, “user”) are a registered user as a parent and/or legal guardian (a “Parent”) of a child attending a Brella Location (a “Child”); a teacher, caretaker, specialist, staff or personnel at a Brella Location (collectively, a “Teacher”); an individual 18 years of age or older authorized and designated by the Parent as a Child’s safe pick up (a “Safe Pick Up”); and/or an employer that contracts directly with Brella to provide the Services to the employer’s employees (a “Corporate Client”), you agree to be bound by the terms of this and conditions contained herein (“Terms of Service” or “Agreement”, which also incorporates Brella’s Privacy Policy and Payment Terms and Service Policies.

 

IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL REQUIRE YOU TO SUBMIT ANY CLAIMS YOU MAY HAVE AGAINST BRELLA TO BINDING AND FINAL ARBITRATION. IN ADDITION, UNDER THE ARBITRATION PROVISION, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BRELLA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SECTIONS REGARDING ARBITRATION.

 

The Site and Services 

 

1.  You understand that Brella Space Corp. provides the Site and App to facilitate the scheduling of on-demand childcare, co-working, and health and wellness services for Parents, which are provided at a Brella location operated by a wholly-owned subsidiary or affiliate of Brella Space Corp. (a “Brella Location”).

 

2.  To use the Services, including but not limited to in order to book an appointment for childcare or co-working services or to attend a class or event at a Brella location (each, an “Appointment”),you must create an account on the Site or one of the Apps applicable to you (your “Account”).

 

3. You understand that you are responsible for the accuracy and completeness of the information provided through your Account.

 

4.  You understand that even though Brella may use a third-party identity verification service provider to conduct background checks and verify the identities and credentials of Teachers, Brella is not responsible for and does not screen all users, including but not limited to Parents, Children and Safe Pick Ups. 

 

Terms for Parents

 

If you are a Parent, the below terms apply to you:

 

1.  You are responsible for completing and returning hard copies of all required documents, including without limitation the Parent Handbook, Admission Agreement, Physician’s Report,Immunization Record, Pre-Admission Health History, Consent for Medical Treatment, Personal Rights, Notification of Parent’s Rights, Food Services Waiver, Sunscreen Release Form, and Photo and Video Release Form (collectively, the “Parent Agreements”), prior to your Child’s first visit to a Brella Location. 

 

2. You understand that your relationship with Brella is subject at all times to this Agreement and the Parent Agreements. 

 

3. You understand that Brella relies on the information provided by you in your Account, including contact information and information relating to the Child.  It is your responsibility to keep your Account information accurate and up to date at all times. 

 

4. You are responsible for designating and authorizing at least one Safe Pick Up to pick up the Child at the end of an Appointment for childcare services and at least one person to contact in the event of an emergency or other unexpected occurrence, who must be 18 years of age or older (“Emergency Contact”).

 

5. Your purchase of any credits or plans for Appointments (a “Transaction”), cancellation of an Appointment, late arrival to an Appointment, your or a Safe Pick Up’s late arrival in picking up a Child from an Appointment, and any refunds are governed by Brella’s Payment Terms & Service Policies, which are incorporated herein by reference. You represent that you have reviewed Brella’s Payment Terms & Service Policies and understand that you and your use of the Services will be governed by them.

 

6. You understand that Brella does not collect, nor store payment and/or credit card information from you and that all payments are facilitated separately by Stripe, or any third-party payment or service facility used by Brella.

 

7. You understand that any and all credit card, debit card, bank, or other payment information supplied by you to pay for any Transaction is transmitted directly to Stripe or any third party payment or service facility used by Brella, which processes, stores, and otherwise uses such information in order to facilitate payments.

 

8. You agree that you will be subject to Stripe’s Services Agreement, located at https://stripe.com/legal, which is incorporated herein by reference.

 

9. You agree to ensure that all payment information supplied by you is accurate and correct and kept updated with Stripe or any third party payment or service facility used by Brella at all times and that you are fully authorized to use such credit card and payment information and Stripe account (or account with any third party payment or service facility used by Brella) for purposes of paying for any Transaction.

 

10. You agree that once you make payment for any Transaction, you will not seek to cancel, charge back, or otherwise seek a refund on any basis that is fraudulent, misleading, or untrue.

 

Terms for Teachers

 

If you are a Teacher, you understand that the relationship between Brella and you is subject at all times to this Agreement the employment or contractor agreement between you and Brella governing your employment or engagement with Brella, as applicable (a “Teacher Agreement”).

 

Terms for Corporate Clients

 

If you are a Corporate Client, the relationship between Brella and you is subject at all times to the Corporate Client Agreement between you and Brella governing Brella’s provision of the Services to your employees (a “Corporate Client Agreement”). In the event of a conflict between this Agreement and an applicable Corporate Client Agreement, the Corporate Client Agreement shall prevail.

 

Child Pick Up and Drop Off at Brella

 

If you are a Parent, Safe Pick Up or Emergency Contact:

 

1.  You understand that you are responsible for the safe and timely drop off and pick up of the Child at the applicable Brella Location.

 

2. When dropping off the Child, you understand that you must sign in on the attendance sheet using your legal signature and noting the actual time of arrival.

 

3. You understand that the Child must be picked up at the applicable Brella Location at the end of the Appointment. If the Child is not picked up within five minutes after the Appointment has expired, the Parent will be charged a fee for each minute the Child remains at Brella. If you are late and Brella has not heard from you, Brella will first attempt to reach the Parent by phone. If Brella cannot get in contact with the Parent by phone, then Brella will attempt to contact the Safe Pick Up and Emergency Contact. You understand that if Brella has not heard from you within one hour after the expiration of the Appointment or 30 minutes after the Brella facilities have closed for the day, Brella is required by law to call the local police department.

 

4. You understand that Brella reserves the right to refuse the pick-up of the Child if Brella, in its sole discretion, believes that you are intoxicated or otherwise incapable of safely transporting the Child from the Brella Location. You acknowledge that you are responsible for reimbursing Brella for any cost incurred by Brella on behalf of securing safe transportation for the Child in the event of such occurrence.

 

5. Only a Parent or designated Safe Pick Up of a Child may pick up a Child. You understand that Brella will only release the Child to you once you have (a) authenticated your location and identity to Brella by using the App, and (b) signed the Child out on the sign out sheet by providing your legal signature and noting the time of your departure.  If a Safe Pick Up does not have the Safe Pick Up App or a mobile device, the Safe Pick Up must provide Brella with a legal form of photo identification, such as a driver’s license or passport.

 

6. You understand that under the laws of the state of California, both Parents may have the right to pick up their Child, unless a court document restricts that right. The enrolling Parent, who chooses not to include the Child’s other parent as a Safe Pick Up or Emergency Contact, must file an official court document (e.g., current restraining order, sole custody decree, divorce decree stating sole custody). You understand that absent that document, Brella may release the child to either Parent, provided that the Parent documents his paternity or her maternity, as the case may be, of the Child.

 

Terms for Special Events

 

1.  When Brella offers Services for special events outside of the normal operating hours of the applicable Brella Location, including but not limited to date nights, birthday parties, or other special events (collectively, “Special Events”), you understand that the Brella Location is operating as a license-exempt child care center under the California Code of Regulations, Title 22, Division 12.

 

2. Parents may purchase the Services in connection with a Special Event through the Site, App, or a third-party website. In some circumstances, a Parent may not need to create an Account to purchase the Services in connection with a Special Event. By purchasing the Services in connection with a Special Event, you agree to be bound by these Terms of Service.

 

3. Brella will not accept Appointments for the Brella Location during the hours of the Special Event.

 

4. We may require you to agree to additional terms in connection with the Special Event (“Special Event Terms”). You understand that the Special Event Terms may include certain terms (such as minimum age and booking windows) that differ from the terms set forth in this Agreement or the Parent Agreements. If there is a conflict between the terms of the Special Event Terms and this Agreement or the Parent Agreements, the Special Event Terms will apply with respect to that specific term.

 

5. If you are a Parent whose Child will be receiving childcare services at a Brella Location in connection with a Special Event, you understand that you are responsible for completing and returning the Immunization Record and Food Services Waiver prior to your Child’s visit to the Brella Location.

 

The Agreement between Brella and You

 

1.  You are responsible for reviewing changes to this Agreement.

 

2. This Agreement, together with any Parent Agreements, Teacher Agreement, and any Corporate Client Agreement, as applicable, supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the Services, the content, products or services provided by or through the Site and the Services, and the subject matter of this Agreement.

 

3. This Agreement applies to all users of the Site and the Services, including Parents, Safe Pick Ups, Teachers and Corporate Clients.

 

4. Brella may make changes to this Agreement from time to time without specifically notifying you.

 

5. Brella will post the latest Agreement on the Site, but it is up to you to review it before using the Site or Services.

 

6. If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement.

 

7. In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by Brella from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

 

8. Brella may edit or modify anything on the Site or Apps without notice to you. Brella is committed to delivering a positive user experience and you understand that Brella reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and the Apps in its sole discretion, without notice and without undertaking any duty to do so.

 

9. You are responsible for accepting updated versions of the Site and Apps. If Brella provides updated versions of the Site and the Apps and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.

 

10. If you do not accept updated versions of the Site and Apps, Brella shall not bear any responsibility or liability for your decision.

 

What Laws and Rules You Are Responsible For Following

 

1.  By registering for an Account, you represent and warrant that: (a) you are eligible for an Account as set forth in this Agreement; and (b) the information you include as part of the Account registration process and thereafter is accurate and not misleading. Accounts may be obtained and used only by persons who are at least eighteen (18) years old. The Site and the Services are not intended for use by children, especially those under age 13. Any use of or access to the Site or the Services by anyone under 18 is unauthorized, as is any Account registration by anyone under 18.

 

2. You understand that you may not use the Site or the Services where such use is prohibited. You represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement.

 

3. You promise not to use the Site or the Services for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Site and the Services.

 

4. You shall abide by all applicable local, state and federal laws, rules and regulations. It is your responsibility to make sure this Agreement and your use of the Site and Services complies with all laws, rules and regulations applicable to you.

 

5. You understand that you are entirely responsible for maintaining the confidentiality of your password and username and any other security information related to your Account. You understand that you will be fully responsible for all activities that occur under your Account, username and/or password. You agree not allow someone who is not you to use your Account, three-digit Child pick-up code, username or password at any time. You agree to immediately notify Brella of any unauthorized use of your Account, password or username.

 

6. We strongly encourage you to change your password at least once a month and you understand that Brella will not be liable for any loss that you incur as a result of someone else using your Account or your password.

 

7. You understand Brella may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time and that Brella reserves the right (without any undertaking any duty) to use “geo-filtering” or other technologies to block access to certain jurisdictions, in its sole discretion, without notice.

 

8. You understand that your right to access the Site or Services will be revoked where this Agreement or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way. Brella may terminate your use of or access to the Site and/or Services without reason or notice to you.

 

Your Relationship with Third Parties

 

1.  You understand the Site and/or the Services may contain (or you may receive from Brella, third parties or users) links to other websites (“Third Party Sites”) or content posted, owned or originating from third parties such as, by way of example only, pictures, designs, photographs, graphics, text, sound, video, information, software, applications and any other content (“Third Party Content”).

 

2. You understand and agree that Brella is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that Brella is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.

 

3. You acknowledge and agree that Brella 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 upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.

 

Who Owns What and How You Can Use It 

 

1.  The content, organization, graphics, photographs, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Apps (“Copyright Content”) are the property of Brella or may be, to a certain extent, the property of its content suppliers, including but not limited to Parents, Safe Pick Ups, Teachers, Corporate Clients, and other users, and are protected under applicable copyrights, trademarks and other proprietary rights.

 

2. You may not copy, redistribute, use or publish any part of the Site or the Apps, except as allowed by this Agreement. You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Apps.

 

3. You agree that BRELLA, HELLOBRELLA.COM and other Brella graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Brella or its affiliates (“Trademark Content”). Trademark Content may not be used in connection with any product or service that is not Brella’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Brella. You may not use any meta tags or any other “hidden text” utilizing Brella’s name or trademarks without the express written consent of Brella. Any unauthorized use terminates the permission or license granted by Brella. All other trademarks not owned by Brella that may appear on this Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Brella.

 

4. Brella grants you a limited license to access and make personal use of the Site and the Services. The Site and Services are not to be used for commercial purposes by any business or agencies, including but not limited to childcare provider or staffing agencies. You understand Brella does not grant you the right to resell or make commercial use of the Site and the Apps or their contents; make any derivative use of the Site and the Apps or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools. You further understand the Site and the Apps, or any portion of Site and the Apps may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.

 

5. Brella does not grant you the right to download (other than page caching) or modify the Site and the Apps, or any portion of the Site and the Apps. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Brella without our express written consent. You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Site or Apps.

 

6. You are granted a limited, revocable, and nonexclusive right to create a hyperlink, or at Brella’s sole discretion other items such as widgets, buttons, or other web page elements, to the home page of Brella so long as the link does not portray Brella or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Brella logo or other proprietary graphic or trademark as part of the link without express written permission.

 

7. You understand that by registering an Account, we may provide you with the opportunity, to create, submit, post, transmit or distribute content and materials to us via the Site and/or Services, such as text, photos, etc. (collectively, “User Content”). You warrant that either: (a) your User Content is wholly original to you and you exclusively own the rights to your User Content, including the right to grant all of the rights and licenses in this Agreement; or (b) all parties whose materials are included in your User Content, or who contributed in any way, are depicted in, or have any rights to your User Content, have granted you permission to submit and license your User Content to Brella as set forth herein, with full knowledge that Brella may exploit it in any manner whatsoever. You make such warranties without Brella incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.

 

8. You grant to Brella the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, re-title, reformat, translate, archive, store, cache or otherwise exploit, all or any portion of your User Content, solely for the purposes of providing the Services to you and the other users of the Services, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed. You further agree that Brella is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site, Services, or Brella, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content; and without remuneration of any kind.

 

9. You further perpetually and irrevocably grant Brella the unconditional right to use your name, persona and likeness included in any User Content, solely for the purposes of providing the Services to you and the other users of the Services.

 

10. You also grant to Brella the right to sub-license and authorize others to exercise any of the rights granted to Brella.

 

Copyright Policy

 

Brella does not condone nor authorize activities on or through the Services that infringe copyright or intellectual property rights.  We will delete any infringing User Content if properly notified that such User Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

 

1.  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;

 

2. A description of the copyrighted work that you claim has been infringed;

 

3. A description of the material that you claim is infringing and where it is located on the Site or Services;

 

4. Identification of the URL or other specific location on the Site or Services where the material that you claim is infringing is located;

 

5. Your address, telephone number, and email address;

 

6. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

 

7. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

You can contact our Copyright Agent via email at melanie@brellaspace.com or by mail at Copyright Agent, c/o Brella Space Corp, 12746 W Jefferson Blvd., Suite 3-3100, Playa Vista, CA 90094.

 

 Brella reserves the right to terminate your account or any user account that it determines to be a “repeat infringer.” A repeat infringer is a user who has repeatedly been notified of infringing activity and/or has had User Content repeatedly removed from the Site or Services.

 

 

General Disclaimer, Limitation on Liability & Indemnification 

 

1.  Brella is not responsible for any Third Party Sites, Third Party Content, or any other content posted on the Site and the Services, whether caused by users of the Site and the Services, Brella, third parties or by any of the equipment or programming associated with or utilized in the Site and the Services.

 

2. Brella has no obligation to review any content or material, posted to or through the Site and Services, and therefore cannot be responsible for such material or content.

 

3. Brella assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.

 

4. Brella is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Site or Apps, including injury or damage to users or to any other person’s computer, and/or mobile device.

 

5. The Site and the Apps may contain information and press releases about Brella. While this information was believed to be accurate as of the date prepared, Brella disclaims any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press releases or otherwise, should not be relied upon as being provided or endorsed by Brella.

 

6. Neither Brella nor any of its Teachers, landlords, promoters, or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Services, or any content posted on the Site or the Services or transmitted to users.

 

7. WE TRY TO KEEP THE SITE, APPS, AND SERIVCES UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE APPS IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE APPS MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL BRELLA OR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, TEACHERS, LANDLORDS, OR AGENTS (COLLECTIVELY, THE “BRELLA PARTIES”) HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR THE SITE OR APPS. THE BRELLA PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE BRELLA PARTIES THROUGH THE SITE, APPS, OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE BRELLA PARTIES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES AND USE OF THE SITE OR APPS DURING THE SIX MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR THE RELEASED PARTY”.

 

8. You agree to hold harmless and indemnify the Brella Parties from and against any third party claim arising from or in any way related to your use of or inability to use the Services or your violation of this Agreement or any law, rule, or regulation, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, the relevant Brella Parties will provide you with written notice of such claim, suit or action. The Brella Parties reserve the right, at their own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Brella Parties in asserting any available defenses. 

 

Governing Law & Agreement to Arbitration 

 

1.  Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and the Services, by using the Site and/or Services, you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of California, in Los Angeles County, for the resolution of any such dispute.

 

2. Agreement to Arbitration

a. You and Brella agree that any cause of action arising out of or related to the Site or the Services must commence within one (1) year after the cause of
action arose; otherwise, such cause of action is permanently barred.

 

b. You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of JAMS by arbitrators appointed in accordance with such rules.

 

c. You agree any arbitration shall take place in Los Angeles, California in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

 

d. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BRELLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

 

Your General Representations and Warranties

 

1.  You represent and warrant that you will use the Site and Services in accordance with this Agreement, any agreement applicable to you, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside).

 

2. You represent and warrant that you will use the Site and the Apps so as not to infringe or misappropriate the intellectual property rights of any third party.

 

Other Terms 

 

1.  If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.

 

2. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

 

3. Brella may assign its rights under this Agreement without condition.

 

4. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

 

Contact Us

 

Have any questions about this Agreement? Contact us at hello@brellaspace.com.