Effective May 1, 2022
Your access, browsing and use of the Poised Inc.’s website and Poised’s products and services including virtual meeting monitoring, real time communication suggestions and personal improvement plan and ancillary services (collectively, the “Poised Services”) are subject to the following terms and conditions which include Your agreement to arbitrate claims. (“Terms of Service”). References to “You” or “Your” shall mean the individual users of the Poised Services depending on the context in which those terms are used.
To be eligible to use the Poised Services, You must be at least 18 years old, reside in a country which Poised provides services and register for a Poised Account. There are certain features which may or may not be available to You depending on Your location and other criteria.
You must register for a Poised account to use the Poised Services (a "Poised Account"). By registering or using a Poised Account You agree and represent that You have created Your Poised Account and You will use Your Poised Account only for Yourself and all information provided is accurate, and not on behalf of any third party, unless You have obtained prior written approval from Poised. You are fully responsible for all activity that occurs under Your Poised Account. We may, in our sole discretion, refuse to open a Poised Account, suspend or terminate any Poised Account, suspend or terminate Your use of the Poised Services for any reasonable purpose and at any time.
The Poised Services can be accessed directly using the Poised Site. Access to Poised Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide You with excellent service, we do not represent that the Poised Site or other Poised Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Poised shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from Poised customer support. For example, if You are locked out of Your Poised Account, it is possible that the price of the Digital Assets in Your account might go down before Your access is restored. Poised shall not be liable for any alleged losses that You suffer from a drop in Digital Asset prices.
You warrant that You will be compliant with all video and voice recording laws including obtaining consent of third parties prior to recording their image or voice. By using Poised Services, You consent to Poised to store audio and video recordings of You during Your video meetings in Poised systems.
You agree You will not: (i) use Poised Services in violation of any third parties rights including activity that is illegal, obscene, indecent, offensive, fraudulent or violates any privacy rights or intellectual property rights; (ii) modify, disassemble, decompile, reverse engineers or prepare derivative works of the Poised Services or attempt to gain access to the source code of the Poised Services; (iii) use Poised Services in a manner that does or is intended to harm, disable, or adversely affect the Poised Services in any way.
You may not reproduce, resell, or distribute the Poised Services or any reports or data generated by the Services for any purpose. You will not use the Poised Services to develop competing products or services. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
Poised owns all copyrights in all material provided in Poised Services. None of the material may be copied, reproduced, distributed, republished, downloaded, displayed, or posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording or otherwise, without prior written permission of Poised. Any unauthorized use of any material contained in Poised Services may violate laws of the United States and other territories, including without limitation copyright laws, trademark laws, the laws of privacy or publicity, and communications’ regulations and statutes.
The trademarks, service marks, and logos (the “Trademarks”) used and displayed on this Poised Services are the Trademarks of Poised and others. Nothing in Poised Services should be construed as granting, by implications, estoppels, or otherwise, any license or right to use any Trademark displayed on the Poised Services, without the express written permission of the Trademark owner. The name of Poised or the Poised logo may not be used in any way without prior, written permission from Poised. Poised prohibits use of the Poised logo as a “hot” link to the Poised Services unless the establishment of such a link is approved in advance by Poised in writing.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, ALL CONTENT, INFORMATION, SERVICES AND TOOLS IN POISED SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS. USE OF POISED SERVICES IS SOLELY AT YOUR OWN RISK. POISED MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. POISED HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. POISED MAKES NO WARRANTY THAT THE CONTENT AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE.
You will indemnify, defend, and hold Poised (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of Your representations, warranties, or obligations set forth in these Terms of Service; (b) Your wrongful or improper use of Poised Services; (c) Your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) Your violation of any law, or regulation of the United States or any other country; and (f) any other party’s access and/or use of Poised Services with Your unique name, and password.
YOU UNDERSTAND AND HEREBY AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY STATED AND TO THE EXTENT APPLICABLE BY LAW, IN NO EVENT WILL POISED AND ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE NATURE OR BASIS OF THE CLAIM, RESULTING FROM ANY USE OF POISED SERVICES, OR THE CONTENTS THEREOF OR OF ANY HYPERLINKED 3RD PARTY SERVICES INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, FAILURE OF PERFORMANCE, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS OR EQUIPMENT OR NETWORK FAILURE OR OTHERWISE, EVEN IF THERE IS NEGLIGENCE BY POISED OR POISED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT COLLECTED UNDER THIS AGREEMENT.
Any proceeding(s) to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor Poised will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and Poised also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if Poised is a party to the proceeding. You are giving up Your right to participate as a class representative or class member on any class claim You may have against us including any right to class arbitration or any consolidation of individual arbitrations.
You and Poised agree that any and all disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE TERMS OF SERVICE WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST POISED. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
Before an arbitration is commenced, You or Poised agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms of Service. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Poised should be sent by mail to: 315 Montgomery Street, 9th & 10th Floors, San Francisco, CA 94104. Any Notice sent to You will be sent to the address on file for Your account. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration.
If the parties not able to resolve the dispute by informal negotiation or, as provided below, in a small claims court, all disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except You and Poised will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms of Service (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Subject to applicable jurisdictional requirements, either party may elect to pursue a dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the dispute heard in small claims court. At that time, the AAA will close the arbitration and the dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in San Francisco, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Poised values Your privacy, particularly with respect to Your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
You shall not assign or delegate any of your rights or obligations under thisAgreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations here under. The Company may freely assign or delegate its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.
You may reject this provision, in which case only a court may be used to resolve any dispute. To reject this provision, You must send us an opt-out notice (the “Opt Out”) within thirty (30) days after You create a Poised account or we first provide You with the right to reject this provision.