Gyld Terms of Service
Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Gyld Platform, you agree to comply with and be bound by these Terms.
Please note: Section 17 of these Terms contains an arbitration clause and class action waiver that applies to all Gyld Members. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: October 24, 2019
Thank you for using Gyld!
When these Terms mention “Gyld,” “we,” “us,” or “our,” it refers to IRL, LLC, 320 S. Main Street, Suite A, Ann Arbor, MI 48104.
Any and all payment processing services through or in connection with your use of the Gyld Platform ("Payment Services") are provided to you by one or more Gyld entities (individually and collectively, as appropriate, "Gyld Payments") as set out in the Payments Terms of Service ("Payments Terms").
DMs alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their DM Services (as defined below). DMs are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any DM Services they offer. If you have questions about how local laws apply to your DM Services on Gyld, you should always seek legal guidance.
1. Scope of Gyld Services
The Gyld Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members who offer services are “DMs” and the services they offer are “DM Services”) to publish such DM Services on the Gyld Platform (“Listings”) and to communicate and transact directly with Members that are seeking to book such DM Services (Members using DM Services are, “Players”). DM Services typically include the planning, implementing, and/or facilitating table-top game play for Players.
As the provider of the Gyld Platform, Gyld does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or DM Services. DMs alone are responsible for their Listings and DM Services. When Members make or accept a booking, they are entering into a contract directly with each other. Gyld is not and does not become a party to or other participant in any contractual relationship between Members, nor is Gyld an employer of DMs offering DM Services on the Gyld Platform. Gyld is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.
While we may help facilitate the resolution of disputes, Gyld has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or DM Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Member or third party. Gyld does not endorse any Member, Listing, or DM Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification, or guarantee by Gyld about any Member, including of the Member’s identity or background or whether the Member is trustworthy, safe, or suitable. You should always exercise due diligence and care when deciding whether to use DM Services, accept a booking request from a Player, or communicate and interact with other Members, whether online or in person.
If you choose to use the Gyld Platform as a DM, your relationship with Gyld is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Gyld for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Gyld. Gyld does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the DM Services. You acknowledge and agree that you have complete discretion whether to list DM Services or otherwise engage in other business or employment activities.
To promote the Gyld Platform and to increase the exposure of Listings to potential Players, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. Gyld cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Gyld Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
The Gyld Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Gyld is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Gyld of such Third-Party Services.
Due to the nature of the Internet, Gyld cannot guarantee the continuous and uninterrupted availability and accessibility of the Gyld Platform. Gyld may restrict the availability of the Gyld Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Gyld Platform. Gyld may improve, enhance and modify the Gyld Platform and introduce new Gyld Services from time to time.
2. Eligibility, Using the Gyld Platform, Member Verification
In order to access and use the Gyld Platform or register an Gyld Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
Gyld may make access to and use of the Gyld Platform, or certain areas or features of the Gyld Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking and cancellation history.
User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
The access to or use of certain areas and features of the Gyld Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Gyld Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Gyld Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
3. Modification of these TermsGyld reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Gyld Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Gyld Platform will constitute acceptance of the revised Terms.
4. Account RegistrationYou must register an account ("Gyld Account") to access and use certain features of the Gyld Platform, such as publishing or booking a Listing. If you are registering a Gyld Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
You can register a Gyld Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Gyld Account and your SNS Account at any time, by accessing the "Settings" section of the Gyld Platform.
You must provide accurate, current and complete information during the registration process and keep your Gyld Account and public Gyld Account profile page information up-to-date at all times.
You may not register more than one (1) Gyld Account unless Gyld authorizes you to do so. You may not assign or otherwise transfer your Gyld Account to another party.
You are responsible for maintaining the confidentiality and security of your Gyld Account credentials and may not disclose your credentials to any third party. You must immediately notify Gyld if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Gyld Account. You are liable for any and all activities conducted through your Gyld Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
5. ContentGyld may, at its sole discretion, enable Members to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Gyld Platform ("Member Content"); and (ii) access and view Member Content and any content that Gyld itself makes available on or through the Gyld Platform, including proprietary Gyld content and any content licensed or authorized for use by or through Gyld from a third party ("Gyld Content" and together with Member Content, "Collective Content").
The Gyld Platform, Gyld Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Gyld Platform and Gyld Content, including all associated intellectual property rights, are the exclusive property of Gyld and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Gyld Platform, Gyld Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Gyld used on or in connection with the Gyld Platform and Gyld Content are trademarks or registered trademarks of Gyld in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Gyld Platform, Gyld Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Gyld Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Gyld or its licensors, except for the licenses and rights expressly granted in these Terms.
Subject to your compliance with these Terms, Gyld grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Gyld Platform and accessible to you, solely for your personal and non-commercial use.
You are solely responsible for all Member Content that you make available on or through the Gyld Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Gyld Platform or you have all rights, licenses, consents and releases that are necessary to grant to Gyld the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Gyld's use of the Member Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any Member Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Gyld policy. Gyld may, without prior notice, remove or disable access to any Member Content that Gyld finds to be in violation of applicable law, these Terms or Gyld’s then-current Policies, or otherwise may be harmful or objectionable to Gyld, its Members, third parties, or property.
6. Terms specific for DMsWhen creating a Listing through the Gyld Platform you must (i) provide complete and accurate information about your DM Service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as personal rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for any D&D game) and (iii) provide any other pertinent information requested by Gyld. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.
You are solely responsible for setting a price (including any Taxes if applicable) for your Listing (“Listing Fee”). Once a Player requests a booking of your Listing, you may not request that the Player pay a higher price than in the booking request.
Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your DM Services.
The placement and ranking of Listings in search results on the Gyld Platform may vary and depend on a variety of factors, such as Player search parameters and preferences, DM requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of DM Service, and/or ease of booking.
When you accept or have pre-approved a booking request by a Player, you are entering into a legally binding agreement with the Player and are required to provide your DM Service(s) to the Player as described in your Listing when the booking request is made.
7. Terms specific for PlayersSubject to meeting any requirements (such as completing any verification processes) set by Gyld and/or the DM, you can book a Listing available on the Gyld Platform by following the respective booking process. All applicable fees and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Gyld Account.
Upon receipt of a booking confirmation from Gyld, a legally binding agreement is formed between you and your DM, subject to any additional terms and conditions of the DM that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Listing. Gyld will collect the Total Fees at the time of the booking request or upon the DM’s confirmation.
If you book a DM Service on behalf of additional Players, you are required to ensure that every additional guest meets any requirements set by the DM, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the DM. If you are booking for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in a DM Service if accompanied by an adult who is responsible for them.
8. Booking Modifications, Cancellations and RefundsDMs and Players are responsible for any modifications to a booking that they make via the Gyld Platform, and agree to pay any additional Listing Fees, DM Fees and/or Taxes associated with such Booking Modifications.
Players can cancel a confirmed booking at any time pursuant to the Listing’s cancellation policy set by the DM, and Gyld Payments will refund the amount of the Total Fees due to the Player in accordance with such cancellation policy. A cancellation may be subject to a cancellation fee.
If a DM cancels a confirmed booking, the Player will receive a full refund of the Total Fees for such booking. In some instances, Gyld may allow the Player to apply the refund to a new booking, in which case Gyld Payments will credit the amount against the Player’s subsequent booking at the Player’s direction.
If weather poses a safety risk to Players, or if it prevents a DM from carrying out a DM Service, DMs may cancel the DM Service. DMs may also cancel the DM Service if other conditions exist that would prevent the DM from offering the DM Service safely.
9. Ratings and ReviewsWithin a certain timeframe after completing a booking, Players and DMs can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Gyld. Ratings and Reviews are not verified by Gyld for accuracy and may be incorrect or misleading.
Ratings and Reviews by Players and DMs must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5.
Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.
Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Gyld Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information.
10. Disputes between MembersAs a Member, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, any location where any DM Service is being offered, excluding the DM.
If a Player claims and provides evidence that the Player did not receive a satisfactory or expected DM Service or gameplay experience (“Claim”), that Player may escalate his or her Claim to Gyld, and the DM will be given an opportunity to respond. Gyld may withhold payment to the DM until and unless Gyld determines, in its sole discretion, that the Claim is unfounded. Claims made by a Player to Gyld shall extend only to complaints related to the satisfaction with the gameplay experience provided by the DM; Gyld will not investigate or otherwise be responsible for any claims of any damage to any personal, real, or other property that occurs as a result of or during the provision of DM Services.
Members agree to cooperate with and assist Gyld in good faith, and to provide Gyld with such information and take such actions as may be reasonably requested by Gyld, in connection with any Claims or other complaints or claims made by Members relating to the provision of DM Services.
11. TaxesAs a DM you are solely responsible for determining your obligations to report, collect, remit any taxes, including but not limited to income and sales tax.
Tax regulations may require us to collect appropriate tax information from DMs, or to withhold taxes from payouts to DMs, or both. If a DM fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Gyld by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
13. Term and Termination, Suspension and other MeasuresThis Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Gyld terminate the Agreement in accordance with this provision.
You may terminate this Agreement at any time by sending us an email. If you cancel your Gyld Account as a DM, any confirmed booking(s) will be automatically cancelled and your Players will receive a full refund. If you cancel your Gyld Account as a Player, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation policy.
Without limiting our rights specified below, Gyld may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
Gyld may immediately, without notice, terminate this Agreement and/or stop providing access to the Gyld Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, or our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Gyld believes in good faith that such action is reasonably necessary to protect the personal safety or property of Gyld, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
In addition, Gyld may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Gyld Account registration, Listing process or thereafter, (iv) you and/or your Listings or DM Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Gyld otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Gyld believes in good faith that such action is reasonably necessary to protect the personal safety or property of Gyld, its Members, or third parties, or to prevent fraud or other illegal activity: refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content; cancel any pending or confirmed bookings; limit your access to or use of the Gyld Platform; temporarily or permanently revoke any special status associated with your Gyld Account; temporarily or in case of severe or repeated offenses permanently suspend your Gyld Account and stop providing access to the Gyld Platform. In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Gyld and an opportunity to resolve the issue to Gyld's reasonable satisfaction. If we take any of the measures described above (i) we may refund your Players in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
When this Agreement has been terminated, you are not entitled to a restoration of your Gyld Account or any of your Member Content. If your access to or use of the Gyld Platform has been limited or your Gyld Account has been suspended or this Agreement has been terminated by us, you may not register a new Gyld Account or access and use the Gyld Platform through an Gyld Account of another Member.
Sections 5 and 14 to 19 of these Terms shall survive any termination or expiration of this Agreement.
14. DisclaimersIf you choose to use the Gyld Platform or Collective Content, you do so voluntarily and at your sole risk. The Gyld Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied. You agree that you have had whatever opportunity you deem necessary to investigate the Gyld Services, laws, rules, or regulations that may be applicable to your Listings and/or DM Services you are receiving and that you are not relying upon any statement of law or fact made by Gyld relating to a Listing. If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future. You agree that some DM Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some DM Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those DM Services. You assume full responsibility for the choices you make before, during and after your participation in a DM Service. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of your DM Service and to the maximum extent permitted by law, you agree to release and hold harmless Gyld from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the DM Service or in any way related to your DM Service. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
15. LiabilityYou acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Gyld Platform and Collective Content, your publishing or booking of any Listing via the Gyld Platform, your participation in any DM Service, or any other interaction you have with other Members whether in person or online remains with you. Neither Gyld nor any other party involved in creating, producing, or delivering the Gyld Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Gyld Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Gyld Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s DM Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Gyld has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable DMs pursuant to these Terms, in no event will Gyld’s aggregate liability arising out of or in connection with these Terms and your use of the Gyld Platform including, but not limited to, from your publishing or booking of any Listings via the Gyld Platform, or from the use of or inability to use the Gyld Platform or Collective Content and in connection with any DM Service, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the Gyld Platform as a Player in the twelve (12) month period prior to the event giving rise to the liability, or if you are a DM, the amounts paid by Gyld to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Gyld and you.
16. IndemnificationTo the maximum extent permitted by applicable law, you agree to release, defend (at Gyld’s option), indemnify, and hold Gyld and its affiliates and subsidiaries, including but not limited to, Gyld and its officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies, (ii) your improper use of the Gyld Platform or any Gyld Services, (iii) your interaction with any Member, participation in any DM Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, or (iv) your breach of any laws, regulations or third party rights.
17. Dispute Resolution and Arbitration AgreementOverview of Dispute Resolution Process. Gyld is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process: (1) an informal negotiation directly with Gyld’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 17 and except as provided in Section 17.E). Specifically, the Consumer Arbitration Rules provide: Claims can be filed with AAA online (www.adr.org); Arbitrators must be neutral and no party may unilaterally select an arbitrator; Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party; Parties retain the right to seek relief in small claims court for certain claims, at their option; The initial filing fee for the consumer is capped at $200; The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents; The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Gyld each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Gyld’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
Agreement to Arbitrate. You and Gyld mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Gyld Platform, the DM Services, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Gyld agree that the arbitrator will decide that issue.
Exceptions to Arbitration Agreement. You and Gyld each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Gyld agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Washtenaw County; (c) in any other location to which you and Gyld both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
Modification of AAA Rules - Attorney’s Fees and Costs. You and Gyld agree that Gyld will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Gyld agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
Arbitrator’s Decision. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Jury Trial Waiver. You and Gyld acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
No Class Actions or Representative Proceedings. You and Gyld acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Gyld both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 17.J. is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 17.J. is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Gyld agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
Severability. Except as provided in Section 17.J., in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Gyld changes this Section 17 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Gyld’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Gyld (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Gyld.
Survival. Except as provided in in this Section 17 and subject to Section 13.H, this Section 17 will survive any termination of these Terms and will continue to apply even if you stop using the Gyld Platform or terminate your Gyld Account.
18. Applicable Law and JurisdictionThese Terms will be interpreted in accordance with the laws of the State of Michigan and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 17 must be brought in state or federal court in Ann Arbor, Michigan, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Ann Arbor, Michigan.
19. General ProvisionsExcept as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Gyld and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Gyld and you in relation to the access to and use of the Gyld Platform.
No joint venture, partnership, employment, or agency relationship exists between you and Gyld as a result of this Agreement or your use of the Gyld Platform.
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
Gyld’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Gyld's prior written consent. Gyld may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided electronically and given by Gyld via email, Gyld Platform notification, or messaging service.