Terms of Service

1.1 Definitions

For the purposes of these Terms of Service, the following terms shall have the meanings set forth below:

• "Agreement" means these Terms of Service, including any amendments, modifications, or supplements hereto, and any additional terms and conditions that may apply to specific Services.
• "Company", "we", "us", or "our" refers to omgadrian inc., a corporation organized and existing under the laws of California.
• "Content" means any and all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials, whether publicly posted or privately transmitted.
• "Intellectual Property Rights" means all intellectual property rights worldwide, including but not limited to: (a) patents, patent applications, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names; (c) copyrights and copyrightable works; (d) trade secrets, know-how, and other confidential information; and (e) all other intellectual property and proprietary rights.
• "Services" means all products, services, features, functionalities, user interfaces, content, and software provided by Company through our website located at content-college.com, our other websites, mobile applications, and software applications.
• "User", "you", or "your" refers to any individual or entity that accesses or uses the Services.
• "User Content" means all Content that Users upload, post, publish, display, transmit, or otherwise make available through the Services.

1.2 Interpretation

In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) reference to any gender includes the other genders; (c) headings are inserted for convenience only and shall not affect the interpretation of this Agreement; (d) references to sections, subsections, and provisions refer to sections, subsections, and provisions of this Agreement; and (e) the word "including" means "including without limitation."

2.1 Acceptance of Terms

By accessing, browsing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated herein by reference. If you do not agree to all the terms and conditions of this Agreement, you are not authorized to access or use the Services.

2.2 Legal Capacity and Age Requirements

You represent and warrant that: (a) you have the legal capacity to enter into this Agreement; (b) if you are under the age of eighteen (18), you have obtained the consent of your parent or legal guardian to use the Services; (c) you are not prohibited from using the Services under applicable law; and (d) your use of the Services will not violate any applicable law or regulation. Users under the age of thirteen (13) are strictly prohibited from using the Services.

2.3 Modifications to Agreement

Company reserves the right, in its sole discretion, to modify, amend, or update this Agreement at any time. Material changes to this Agreement will be communicated to you through one or more of the following methods: (a) posting notice on the Services; (b) sending email notification to the address associated with your account; or (c) other reasonable means as determined by Company and as required by applicable law. Such modifications shall become effective no earlier than fourteen (14) calendar days after posting or notification, except that changes addressing new functionalities or made for legal compliance reasons shall be effective immediately. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the revised Agreement. If you do not agree to the modifications, your sole remedy is to discontinue use of the Services.

2.4 Additional Terms

Your use of certain Services may be subject to additional terms, conditions, or policies that are presented to you in connection with such Services. Such additional terms are incorporated into this Agreement by reference and form part of the legal relationship between you and Company.

3.1 Privacy Policy

Company respects your privacy and is committed to protecting your personal information. Our Privacy Policy, which is incorporated into this Agreement by reference, describes how we collect, use, store, and disclose your personal information in connection with the Services. By using the Services, you consent to our collection, use, and disclosure of your personal information as described in our Privacy Policy.

3.2 Data Security

While Company implements reasonable security measures to protect your personal information, you acknowledge and understand that no security system is impenetrable and that Company cannot guarantee the absolute security of your information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.3 International Data Transfers

You acknowledge and consent that your personal information may be transferred to, processed, and stored in countries other than your country of residence, including the United States, which may have different data protection laws than your jurisdiction.

4.1 Account Creation

To access certain features of the Services, you must create an account by providing accurate, complete, and current registration information. You are solely responsible for maintaining the accuracy of your account information and must promptly update any changes to such information.

4.2 Account Security and Responsibility

You are solely responsible for: (a) maintaining the confidentiality and security of your account credentials; (b) all activities that occur under your account; (c) ensuring that you log out of your account at the end of each session; and (d) immediately notifying Company of any unauthorized use of your account or any other security breach. You may not: (i) use another person's account; (ii) provide your account credentials to any third party; (iii) create multiple accounts for fraudulent or deceptive purposes; or (iv) create an account using false or misleading information.

4.3 Account Termination

Company may suspend, deactivate, or terminate your account at any time, with or without cause and with or without notice, including if Company believes you have violated this Agreement. Upon termination, your right to access and use the Services will immediately cease, and Company may delete your account and all associated Content without liability to you.

4.4 Effect of Termination

Upon termination of your account for any reason: (a) all licenses granted to you under this Agreement will immediately terminate; (b) you must cease all use of the Services; (c) you must destroy all copies of any downloaded Content; and (d) Company may, but is not obligated to, delete your User Content from the Services. Sections of this Agreement that by their nature should survive termination will survive, including but not limited to Sections 7 - 19.

5.1 Service Description

The Services provide access to online educational content, including video lessons, written materials, and interactive features. The Services are intended for personal, non-commercial use only, unless otherwise expressly authorized by Company in writing.

5.2 License Grant

Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, non-commercial purposes. This license does not include any right to: (a) download, store, reproduce, or redistribute any Content except as expressly permitted; (b) use the Services for any commercial purposes; (c) modify, adapt, or create derivative works based on the Services or Content; or (d) reverse engineer, decompile, or disassemble any software provided in connection with the Services.

5.3 Restrictions on Use

You agree not to: (a) use the Services for any unlawful purpose or in violation of any applicable laws or regulations; (b) interfere with or disrupt the Services or servers or networks connected to the Services; (c) attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services; (d) use any automated means to access the Services or collect information from the Services; (e) impersonate any person or entity or misrepresent your affiliation with any person or entity; (f) violate the rights of any third party, including intellectual property, privacy, or publicity rights; (g) transmit any viruses, malware, or other harmful code; (h) engage in any activity that could damage, disable, or impair the Services; or (i) assist or encourage any third party in engaging in any prohibited activity.

5.4 Service Modifications

Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. Company will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services. Company has no obligation to retain any Content for any period beyond what may be required by applicable law.

5.5 Mobile Services

The Services may include features accessible via mobile devices, including mobile applications. Your use of Mobile Services may be subject to additional charges from your wireless carrier, and you are solely responsible for such charges. Mobile Services may not be available in all geographic areas or compatible with all devices or carriers.

6.1 Fees and Payment

Access to certain Services requires payment of fees as specified during the purchase process. All fees are quoted in the U.S. Dollars and are exclusive of applicable taxes unless otherwise stated. You agree to pay all fees and applicable taxes associated with your use of the Services in accordance with the payment terms presented to you during the purchase process. Company may use third-party payment processors and may share your payment information with such processors as necessary to process your payments. 

6.2 Payment Authorization

By providing payment information, you represent and warrant that: (a) the payment information is accurate and complete; (b) you are authorized to use the payment method; (c) you will promptly update your payment information if it changes; and (d) you authorize Company to charge the payment method for all applicable fees and taxes. You are responsible for all costs and expenses associated with declined or failed payment transactions.

General Refund Policy

All sales are final and no refunds will be granted.

8.1 Company Intellectual Property

The Services and all Content provided by Company, including but not limited to text, graphics, logos, images, audio, video, software, and other materials, are owned by Company or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted to you are reserved by Company.

8.2 Company Trademarks

The Company name, logo, and other Company trademarks, service marks, and trade names are proprietary to Company. You may not use Company's trademarks without prior written permission. All goodwill arising from use of Company trademarks will inure to Company's benefit.

8.3 User Content License Grant

By submitting User Content to the Services, you grant Company and its affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to use, copy, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content in any and all media, formats, and distribution methods, whether now known or hereafter developed, for any purpose, including commercial purposes.

8.4 User Content Representations

You represent and warrant that: (a) you own all rights to your User Content or have obtained all necessary permissions; (b) your User Content does not infringe any third-party rights; (c) your User Content complies with this Agreement and applicable laws; and (d) you have the authority to grant the license set forth in this Agreement.

8.5 Feedback and Submissions

Any feedback, suggestions, ideas, or other information you provide regarding the Services ("Feedback") will be deemed non-confidential and non-proprietary. Company will be free to use, disclose, reproduce, distribute, and exploit such Feedback without restriction and without compensation to you.

8.6 Digital Millennium Copyright Act Compliance

Company respects intellectual property rights and responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). If you believe that your copyrighted work has been infringed, please provide our Copyright Agent at [email protected] with the following information:

1. Identification of the copyrighted work claimed to have been infringed;
2. Identification of the allegedly infringing material and its location on the Services;
3. Your contact information, including address, telephone number, and email address;
4. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
5. a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
6. A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest. 

9.1 General Conduct Standards

You agree to use the Services in a manner consistent with all applicable laws and regulations and in accordance with the standards of conduct set forth in this Agreement. You are solely responsible for your conduct and any Content you submit through the Services.

9.2 Prohibited Content

You may not upload, post, or transmit through the Services any Content that: (a) infringes any intellectual property or other rights of any party; (b) violates any law or regulation or promotes illegal activities; (c) is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful; (d) contains viruses, malware, or other harmful code; (e) invades privacy or violates publicity rights; (f) constitutes spam, unsolicited advertising, or commercial solicitation; (g) impersonates any person or entity or contains false information; (h) is objectionable or restricts others' use of the Services; or (i) exposes Company or its users to liability.

9.3 Prohibited Activities

You are prohibited from: (a) interfering with or disrupting the Services or related systems; (b) attempting unauthorized access to the Services or other users' accounts; (c) collecting personal information about other users without consent; (d) using automated means to access or interact with the Services; (e) circumventing security measures or access restrictions; (f) engaging in any fraudulent or deceptive practices; (g) violating any person's rights, including privacy and intellectual property rights; (h) distributing unsolicited communications or commercial messages; (i) engaging in harassment, bullying, or abusive behavior; or (j) using the Services for any unlawful or unauthorized purpose.

9.4 Enforcement and Remedies

Company reserves the right, but has no obligation, to monitor User Content and conduct on the Services. Company may investigate any suspected violations of this Agreement and take appropriate action, including: (a) removing violating Content; (b) suspending or terminating user accounts; (c) reporting violations to law enforcement authorities; and (d) pursuing legal remedies. Company's failure to enforce any provision of this Agreement does not constitute a waiver of such provision.

10.1 No Medical Advice

The Services may include content related to health, wellness, fitness, nutrition, and similar topics. Such content is provided for informational and educational purposes only and is not intended as medical advice, diagnosis, or treatment. Company does not provide medical services or advice through the Services.

10.2 Consultation with Healthcare Professionals

You acknowledge and agree that: (a) you should consult with qualified healthcare professionals before beginning any exercise program, diet, or wellness regimen; (b) you should seek professional medical advice regarding any health conditions or concerns; (c) the Services are not a substitute for professional medical care; and (d) you assume all risks associated with following any health or wellness content from the Services.

10.3 Assumption of Risk

You voluntarily assume all risks associated with using any health, wellness, or fitness content from the Services. Company is not responsible for any injuries, health problems, or other adverse effects that may result from your use of such content.

11.1 Third-Party Links and Services

The Services may contain links to third-party websites, services, or resources. Company provides these links for convenience only and does not endorse, control, or assume responsibility for any third-party content, services, or practices. Your interactions with third parties found through the Services are solely between you and such third parties.

11.2 Social Networking Integration

The Services may integrate with third-party social networking services. By connecting such services to your Company account, you authorize Company to access and use information from such services in accordance with our Privacy Policy. You acknowledge that third-party services have their own terms and privacy policies, and Company is not responsible for their practices.

11.3 Third-Party Content Disclaimer

Company does not pre-screen third-party content but reserves the right to remove any content that violates this Agreement or is otherwise objectionable. You acknowledge that third-party content may be inaccurate, inappropriate, or offensive, and you use such content at your own risk.

12.1 "AS IS" Provision

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (C) WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (D) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT; AND (E) WARRANTIES THAT DEFECTS WILL BE CORRECTED.

12.2 No Guarantee of Availability

Company does not warrant that the Services will be available at all times or that access will be uninterrupted. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

12.3 Content Accuracy Disclaimer

Company makes no representations or warranties about the accuracy, completeness, or suitability of any Content available through the Services. Users rely on such Content at their own risk.

13.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) DAMAGES FOR LOSS OF PROFITS, REVENUE, OR DATA; (B) DAMAGES FOR LOSS OF GOODWILL OR REPUTATION; (C) DAMAGES FOR BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES; (D) DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE; (E) DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES; OR (F) DAMAGES ARISING FROM ANY THIRD-PARTY CONDUCT OR CONTENT.

13.2 Limitation of Total Liability

IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation of liability is fundamental to the Agreement between Company and you and reflects the allocation of risk between the parties. The Services would not be provided without these limitations, and you acknowledge that the fees charged for the Services reflect these risk allocations.

14.1 General Indemnification Obligation 

To the fullest extent permitted by applicable law, you hereby agree to indemnify and hold harmless Company and its parent companies, subsidiaries, affiliates, successors, assigns, and their respective officers, directors, employees, agents, contractors, licensors, suppliers, and representatives (collectively, the "Company Parties") from and against any and all third-party claims, demands, causes of action, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of, resulting from, or in connection with:

(a) your use or misuse of the Services, including but not limited to any violation of these Terms of Service or any applicable laws or regulations; (b) any User Content that you submit, post, transmit, or make available through the Services; (c) your breach of any representation, warranty, covenant, or obligation contained in these Terms of Service; (d) your violation of any third-party rights, including without limitation any intellectual property rights, privacy rights, publicity rights, or proprietary rights; (e) any negligent, reckless, or willful misconduct on your part; (f) your connection to or interaction with the Services or other users through the Services; and (g) any dispute between you and any third party arising out of or relating to your use of the Services.

14.2 Release of Claims 

You hereby expressly, knowingly, and voluntarily waive and release any and all claims, demands, causes of action, liabilities, losses, or damages of any kind or nature, whether known or unknown, suspected or unsuspected, which you may have against the Company Parties arising out of or relating to your use of the Services or these Terms of Service. This release includes, but is not limited to, claims for personal injury, property damage, loss of profits, emotional distress, or any other harm, whether based in contract, tort, strict liability, or any other legal theory.

14.3 California Civil Code Section 1542 Waiver 

If you are a California resident, you expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

14.4 Comparable Statute Waiver 

If you are a resident of any jurisdiction other than California, you hereby waive any comparable statute, law, or doctrine that would otherwise limit the scope of the release set forth herein, including but not limited to any law that would prevent the release of unknown claims.

14.5 Survival 

The provisions of this Section 14 shall survive the termination or expiration of these this Agreement and shall remain in full force and effect to the maximum extent permitted by applicable law.

IMPORTANT NOTICE: THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE CLAIMS HEARD BY A JURY. PLEASE READ THIS SECTION CAREFULLY.

15.1 Informal Dispute Resolution Procedure

(a) Prerequisite to Formal Proceedings If any dispute, claim, or controversy arises between you and Company (each, a "Dispute" and collectively, "Disputes"), both parties acknowledge and expressly agree that the parties shall first attempt in good faith to resolve such Dispute through direct consultation and negotiation before initiating any formal dispute resolution proceeding, whether in arbitration, court, or otherwise. This informal dispute resolution procedure is a mandatory prerequisite and condition precedent to commencing any formal dispute resolution proceeding.

(b) Written Notice Requirement To initiate the informal dispute resolution process, the party asserting a Dispute must provide written notice to the other party that includes: (i) the full name and contact information of the party asserting the Dispute; (ii) a detailed description of the nature, basis, and factual background of the claim or Dispute; (iii) a clear statement of the specific relief sought, including any monetary damages claimed; and (iv) documentary evidence or other proof establishing the party's relationship with Company.

(c) Notice Delivery For any Dispute you initiate against Company, you agree to send the written notice, along with the email address associated with your Company account and any profile information, to: omgadrian inc., 6300 Wilshire Blvd, Suite 1460, Los Angeles, CA 90048, and via email to [email protected]. Company will provide you with notice of any Dispute it initiates against you using the contact information associated with your account or as otherwise permitted by law.

(d) Resolution Period and Tolling Unless the parties mutually agree in writing to extend the resolution period, if the Dispute is not resolved within sixty (60) calendar days after receipt of the written notice described above, either party may proceed with formal dispute resolution in accordance with this Section 15. The parties expressly agree that any applicable statute of limitations, filing deadlines, fee payment deadlines, or other time-based requirements shall be tolled during the pendency of this informal dispute resolution process.

15.2 Mutual Arbitration Agreement

(a) Scope of Arbitration Subject to the exceptions set forth herein, you and Company mutually agree that any and all Disputes between the parties, including but not limited to claims arising out of or relating to any aspect of the relationship between the parties, this Agreement, your use of the Services, or the breach, termination, enforcement, interpretation, or validity of this Agreement or any portion thereof, shall be resolved exclusively through final and binding arbitration rather than in court. This arbitration agreement (“Arbitration Agreement”) applies regardless of whether such Disputes are based in contract, tort, statute, fraud, misrepresentation, constitutional provisions, common law, equity, or any other legal or equitable theory.

(b) Arbitrability Determination The parties further agree that the determination of the scope, enforceability, unconscionability, or applicability of this Arbitration Agreement, including but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable, whether a particular claim is subject to arbitration, questions of waiver or estoppel, and any Dispute regarding the payment, timing, or allocation of administrative or arbitrator fees, shall be resolved exclusively by final and binding arbitration conducted in accordance with the procedures set forth in this Section 15.

(c) Federal Arbitration Act Governs This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by and interpreted in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the "FAA"), and federal arbitration law. Where federal arbitration law is inapplicable, the arbitration shall be governed by the laws of the State of California, without regard to conflict of law principles.

(d) Superseding Effect This Arbitration Agreement supersedes any prior arbitration agreement between the parties and applies to all claims, whether such claims arose, were asserted, or involve facts occurring before the effective date of this Arbitration Agreement, any prior arbitration agreement, or after the termination of this Agreement, subject to the notice and opt-out provisions contained herein.

(e) Exceptions to Arbitration Notwithstanding the parties' agreement to resolve Disputes through arbitration, each party retains the right to: (i) pursue claims in small claims court on an individual basis for Disputes within the jurisdiction and procedural requirements of such court, regardless of the forum initially chosen by the filing party; (ii) bring an action in state or federal court to protect its intellectual property rights (meaning patents, copyrights, moral rights, trademarks, trade secrets, and other confidential or proprietary information, but expressly excluding privacy or publicity rights) or to seek relief for defamation claims; and (iii) seek declaratory judgment, preliminary or permanent injunctive relief, or other equitable remedies in a court of competent jurisdiction regarding whether a party's claims are time-barred, may be brought in small claims court, or fall within the exceptions to arbitration set forth herein.

15.3 Class Action and Collective Relief Waiver

(a) Individual Arbitration Only YOU AND COMPANY EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTION 15.6 BELOW, ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON SUCH INDIVIDUAL PARTY'S CLAIMS.

(b) Prohibition on Consolidation Except as expressly provided in this Arbitration Agreement, you may not consolidate your claims with those of any other person or entity, and you may not participate in any consolidated arbitration proceedings. Any arbitration involving you shall proceed solely on an individual basis unless Company provides its express written consent to consolidate your claims with those of other parties.

(c) Severability If any court or arbitrator determines that the class action waiver set forth in this subsection is void or unenforceable for any reason, or that arbitration may proceed on a class basis, then the entire Arbitration Agreement shall be deemed null and void, and the parties shall be deemed to have not agreed to arbitrate any Disputes. In such event, any pending arbitration shall be dismissed without prejudice, and any future Disputes shall be resolved in court subject to the jurisdiction and venue provisions of this Agreement.

15.4 Arbitration Procedures and Rules

(a) Arbitration Administration All arbitrations shall be administered by National Arbitration and Mediation ("NAM") and conducted before a single, neutral arbitrator in accordance with NAM's applicable rules and procedures, including the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures, all as in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Department at [email protected].

(b) Arbitrator Selection and Qualifications The arbitrator shall be selected in accordance with NAM's applicable rules and procedures. The arbitrator shall be a retired judge or an attorney with at least ten (10) years of experience in the relevant area of law, and shall be neutral and independent of both parties.

(c) Arbitration Location The arbitration shall be conducted in Los Angeles, California, unless the parties mutually agree in writing to a different location.

(d) Applicable Law and Standards The arbitrator shall apply the substantive law of the State of California (without regard to conflict of law principles), consistent with the FAA and applicable statutes of limitations. The arbitrator shall honor all applicable privileges recognized at law and shall apply the same standards that would apply in a court of law for determining the admissibility of evidence.

15.5 Arbitration Procedures and Relief

(a) Authority of Arbitrator The arbitrator shall have the authority to: (i) grant any remedy or relief that would be available in a court of competent jurisdiction under applicable law or in equity on an individual basis; (ii) award monetary damages and any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Arbitration Agreement; (iii) issue orders to protect the confidentiality of proprietary information; and (iv) impose sanctions in accordance with NAM rules for frivolous claims or bad faith conduct.

(b) Hearing Procedures If the amount in controversy does not exceed Ten Thousand Dollars ($10,000) and you do not seek injunctive or declaratory relief, the arbitration shall be conducted solely based on written submissions, unless the arbitrator determines that an oral hearing is necessary or the parties mutually agree to a hearing. For all other Disputes, either party may request, or the arbitrator may determine, that an oral hearing be conducted via videoconference, telephone conference, or in person, as determined by the arbitrator.

(c) Dispositive Motions Subject to applicable NAM rules, the arbitrator shall have discretion to permit the filing of dispositive motions if such motions are likely to efficiently resolve or narrow the issues in dispute.

(d) Confidentiality Unless otherwise prohibited by applicable law, all arbitration proceedings, including any hearings, shall be confidential and closed to the public and any parties other than you, Company, and each party's authorized representatives and agents. All records, documents, and evidence relating to the arbitration shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award or as otherwise required by law.

15.6 Mass Arbitration Procedures

(a) Mass Filing Definition and Administration To enhance the efficiency of administration and resolution of arbitrations, if one hundred (100) or more similar arbitration demands asserting the same or substantially similar facts, claims, or legal theories and seeking the same or substantially similar relief are submitted to NAM against Company with the assistance or coordination of the same law firm(s), organization(s), or coordinated effort (a "Mass Filing"), the parties agree to the special procedures set forth in this subsection.

(b) Batch Processing The parties agree that any Mass Filing shall be administered in sequential batches, with each batch consisting of ten (10) arbitration demands, except that any final batch may consist of fewer than ten (10) demands if fewer than ten (10) demands remain after the formation of previous batches. Only one batch shall be filed, processed, and adjudicated at a time, and no subsequent batch may proceed until the preceding batch has been fully resolved.

(c) Fee Allocation and Timing Fees associated with arbitration demands included in a Mass Filing, including fees owed by both Company and claimants, shall become due only after a claimant's demand is included in a properly designated batch that is filed, processed, and scheduled for adjudication. NAM shall have discretion to determine appropriate fee reductions for Mass Filings.

(d) Resolution Timeline The parties agree to make good faith efforts to resolve each batch of demands within one hundred eighty (180) calendar days of the commencement of proceedings for that batch. If any batch is not resolved within this timeframe, any claimant in that batch or Company may terminate the arbitration process and file the claims in a court of competent jurisdiction.

15.7 Mediation Following Initial Batch Resolution

Following the resolution of the first batch in any Mass Filing, the results shall be provided to a NAM mediator selected through the following process: NAM shall propose five (5) qualified mediators, Company and the remaining claimants' counsel may each strike one mediator, and the parties shall rank the remaining mediators with the highest collectively ranked mediator being selected. The selected mediator shall attempt to facilitate a global resolution of the remaining demands in the Mass Filing during a ninety (90) calendar day mediation period. If no resolution is achieved during this period and the parties cannot agree on a methodology for resolving the remaining demands, either Company or any remaining claimant may opt out of arbitration by providing written notice within sixty (60) calendar days after the mediation period concludes.

15.8 Arbitral Awards and Enforcement

(a) Arbitrator's Decision Standards The arbitrator's decision shall be controlled by the terms and conditions of this Agreement and any other agreements that the user may have entered into with Company. The arbitrator shall render a written award within the time frame specified in the applicable NAM rules, which award shall include the essential findings of fact and conclusions of law upon which the award is based.

(b) Damage Limitations Any damages or other relief awarded must be consistent with the limitations set forth in the "Limitation of Liability" section of this Agreement.

(c) Enforcement and Preclusive Effect Judgment upon any arbitration award may be entered in any court having competent jurisdiction. No individual arbitration award or decision shall have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to that arbitration.

15.9 Costs and Attorney Fees

(a) Attorney Fees Each party shall bear its own attorneys' fees unless the applicable arbitration rules or substantive law governing the claims provides otherwise, or as specifically set forth in this Arbitration Agreement.

(b) Frivolous Claims If the arbitrator determines that your claims were frivolous or asserted in bad faith, arbitration costs and fees (including reasonable attorneys' fees) may be imposed upon you in accordance with the arbitrator's rules and the standards set forth in Federal Rule of Civil Procedure 11.

15.10 Opt-Out Right

(a) Thirty-Day Opt-Out Period You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to [email protected] with the subject line "ARBITRATION OPT-OUT." The opt-out notice must be sent within thirty (30) calendar days of the later of: (i) July 22, 2025; or (ii) your first use of the Services after the effective date of this Agreement.

(b) Effect of Opt-Out If you validly opt out of this Arbitration Agreement, you will retain your right to pursue claims in court and to have such claims heard by a jury, as permitted by applicable law. However, any prior arbitration agreement between you and Company shall remain in effect for any claims that arose before your opt-out. If you opt out, Company will also not be bound by this Arbitration Agreement with respect to claims involving you.

(c) Continued Service Use Your opt-out of the Arbitration Agreement will not affect any other terms of this Agreement, and you may continue to use the Services subject to all other applicable terms and conditions.

15.11 Modifications to Arbitration Agreement

(a) Notice of Changes Company will provide thirty (30) calendar days' advance written notice of any material changes to this "Binding Arbitration and Class Action Waiver" section by posting such notice on the Services or sending notice to the email address associated with your account.

(b) Effective Date and Applicability Any material changes to this Arbitration Agreement shall become effective thirty (30) calendar days after notice is provided and shall apply to all claims not yet filed as of the effective date, regardless of when such claims may have accrued.

(c) Acceptance of Changes If Company modifies this Arbitration Agreement after the date you first accepted this Agreement (or accepted any subsequent changes), your continued use of the Services thirty (30) calendar days after such changes become effective shall constitute your acceptance of the modified Arbitration Agreement.

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

16.2 Jurisdiction and Venue

For any disputes not subject to arbitration, you and Company agree to submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. You waive any objection to venue in such courts and any claim that such courts are an inconvenient forum.

16.3 International Users

If you access the Services from outside the United States, you are responsible for compliance with all applicable local laws and regulations. Company makes no representation that the Services are available or appropriate for use in all jurisdictions.

17.1 Export Control Laws

The Services and any related software or technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export laws and regulations and will not export, re-export, or transfer the Services to any prohibited country, entity, or person.

17.2 International Use

You acknowledge that the Services are controlled and operated from the United States and may not be available or appropriate for use in other locations. If you access the Services from outside the United States, you do so at your own initiative and are responsible for compliance with applicable local laws

18.1 Entire Agreement

This Agreement, together with our Privacy Policy and any additional terms that apply to specific Services, constitutes the entire agreement between you and Company regarding the Services and supersedes all prior or contemporaneous agreements, communications, and proposals between the parties. 

18.2 Disputes Generally

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18.3 Amendment and Modification

This Agreement may only be amended by a written agreement signed by both parties, except for modifications made by Company in accordance with Section 2.3 of this Agreement.

18.4 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Company's prior written consent. Company may freely assign or transfer this Agreement without restriction. Any attempted assignment in violation of this provision shall be void.

18.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed modified to the extent necessary to make it valid and enforceable while preserving its intent.

18.6 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. A party's failure to enforce any provision shall not constitute a waiver of its right to enforce such provision or any other provision in the future.

18.7 Survival

Provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, limitations of liability, indemnification, and dispute resolution provisions.

18.8 Electronic Communications

You consent to receive communications from Company electronically, including via email or by posting notices on the Services. Electronic communications shall have the same legal effect as written communications.

18.9 Construction

This Agreement shall be construed fairly and reasonably, and no provision shall be construed against either party based on its role in drafting this Agreement.

19.1 General Terms for Promotions

From time to time, Company may offer giveaways, contests, sweepstakes, or other promotional opportunities (collectively, "Promotions") to Users who have purchased access to the Services. Participation in any Promotion is voluntary and subject to the terms set forth in this Section 19, as well as any additional rules or terms that may be published in connection with specific Promotions. In the event of any conflict between this Section 19 and the specific rules for a particular Promotion, the specific rules shall control with respect to that Promotion only.

19.2 Eligibility Requirements

To be eligible to participate in any Promotion, you must: (a) have purchased and maintain active access to the applicable Service as specified in the Promotion rules; (b) be at least eighteen (18) years of age at the time of entry, or the age of majority in your jurisdiction of residence, whichever is greater; (c) comply with all applicable laws and regulations in your jurisdiction; and (d) meet any additional eligibility requirements specified for the particular Promotion. Employees, officers, directors, agents, and representatives of Company, and their immediate family members and household members, are not eligible to participate in Promotions. Company reserves the right to verify eligibility and to disqualify any participant who Company believes, in its sole discretion, has violated these terms or acted in a manner that is inappropriate, unsportsmanlike, or disruptive.

19.3 International Participation

Unless otherwise specified in the specific Promotion rules, Promotions may be open to participants internationally, subject to applicable local laws and regulations. By entering a Promotion, you represent and warrant that your participation complies with all laws applicable in your jurisdiction. If participation in Promotions is restricted or prohibited in your jurisdiction, you are not eligible to participate. Company is not responsible for any legal implications arising from your participation in Promotions in violation of applicable laws.

19.4 Entry Methods and Limitations

Entry methods, entry periods, and any limitations on the number of entries will be specified in the rules for each Promotion. Entries generated by script, macro, bot, or other automated means, and entries by any means that subvert the entry process, are void. Company reserves the right to disqualify any entries that it believes, in its sole discretion, were submitted in violation of Promotion rules or these Terms of Service.

19.5 Prize Information and Disclaimers

Prizes for Promotions will be described in the specific Promotion rules. Prizes are awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose). Company makes no representations or warranties regarding the quality, condition, or fitness of any prize. Winners are responsible for any costs associated with prize acceptance and use not specifically included in the prize description. Prizes are not transferable, exchangeable, or redeemable for cash except at Company's sole discretion. Company reserves the right to substitute a prize of equal or greater value if the advertised prize becomes unavailable for any reason.

19.6 Winner Selection and Notification

Winner selection methods, announcement procedures, and notification timelines will be specified in each Promotion's rules. Winners will be selected in a manner consistent with applicable laws and the specific Promotion rules. Selected winners will be notified using the contact information associated with their Company account. If a selected winner cannot be contacted within the timeframe specified in the Promotion rules, or if a selected winner is found to be ineligible, has violated these terms, or declines the prize, Company may select an alternate winner. Winners may be required to execute and return affidavits of eligibility, liability releases, publicity releases (where permitted by law), and any other documentation required by Company within the timeframe specified by Company. Failure to timely return required documentation may result in disqualification and selection of an alternate winner.

19.7 Taxes and Fees

Winners are solely responsible for all applicable federal, state, provincial, local, and foreign taxes, duties, tariffs, fees, and any other charges associated with prize acceptance and use, including but not limited to income taxes, customs fees, and import duties. For U.S. residents, Company will report the fair market value of prizes valued at Six Hundred Dollars ($600) or more to the Internal Revenue Service as required by law, and winners will receive an IRS Form 1099 for tax reporting purposes. International winners acknowledge and agree that they are responsible for understanding and complying with all tax and import obligations in their jurisdiction, and Company assumes no responsibility for any such obligations.

19.8 Release and Limitation of Liability

BY PARTICIPATING IN ANY PROMOTION, YOU HEREBY RELEASE AND AGREE TO INDEMNIFY AND HOLD HARMLESS COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, PARTNERS, SPONSORS, PRIZE SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL LIABILITY, LOSS, INJURY, DAMAGE, COST, OR EXPENSE OF ANY KIND (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO: (A) PARTICIPATION IN THE PROMOTION; (B) ACCEPTANCE, USE, MISUSE, OR POSSESSION OF ANY PRIZE; (C) ANY TRAVEL OR ACTIVITY RELATED TO A PRIZE; OR (D) ANY CLAIMS BASED ON RIGHTS OF PUBLICITY, DEFAMATION, OR INVASION OF PRIVACY. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR: (I) ANY INCORRECT OR INACCURATE INFORMATION IN CONNECTION WITH THE PROMOTION; (II) UNAUTHORIZED HUMAN INTERVENTION IN THE PROMOTION; (III) TECHNICAL OR HUMAN ERROR IN THE ADMINISTRATION OF THE PROMOTION OR PROCESSING OF ENTRIES; (IV) LATE, LOST, UNDELIVERABLE, DAMAGED, OR STOLEN MAIL OR ENTRIES; (V) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY WHICH MAY BE CAUSED BY PARTICIPATION IN THE PROMOTION OR PRIZE USE; OR (VI) ANY PRINTING, PRODUCTION, TECHNICAL OR DISTRIBUTION ERRORS.

19.9 Publicity Rights

Except where prohibited by law, by accepting a prize, winners grant Company and its designees the perpetual, worldwide right to use their name, likeness, voice, biographical information, statements, and images for promotional, advertising, and publicity purposes in any media now known or hereafter developed without further compensation, notification, or permission, unless otherwise prohibited by law. Residents of certain jurisdictions may decline this grant by notifying Company in writing at the time of prize acceptance.

19.10 Modification, Suspension, and Cancellation

Company reserves the right, in its sole discretion, to: (a) modify, suspend, or cancel any Promotion at any time for any reason, including but not limited to if fraud, technical failures, human error, or any other factor impairs the integrity or proper functioning of the Promotion; (b) disqualify any participant who tampers with the entry process or violates these terms; and (c) terminate any Promotion if it cannot be completed as planned due to circumstances beyond Company's control. In the event of termination, Company may, in its sole discretion, select winners from among all eligible, non-suspect entries received prior to termination.

19.11 Disputes and Governing Law

All issues and questions concerning the construction, validity, interpretation, and enforceability of Promotion rules, or the rights and obligations of participants and Company in connection with any Promotion, shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law rules. Any disputes arising from Promotions shall be subject to the arbitration provisions set forth in Section 15 of this Agreement.

19.12 No Endorsement

Prizes and any associated brands, products, or manufacturers are not sponsors, co-sponsors, or administrators of any Promotion unless explicitly stated otherwise in the specific Promotion rules. Prize manufacturers and brands have not endorsed, sponsored, administered, or been otherwise associated with any Promotion unless explicitly stated. Any questions, comments, or complaints regarding Promotions should be directed to Company and not to prize manufacturers or brands.

For questions, concerns, or notices regarding this Agreement or the Services, please contact Company at:

omgadrian inc.
6300 Wilshire Blvd, Suite 1460
Los Angeles, CA 90048
Email: [email protected]
Legal Notices: [email protected]