Terms of service

Last updated January 28, 2025

  

AGREEMENT TO OUR LEGAL TERMS

 

We are Athena Public Benefit Corporation (“Athena” "Company," "we," "us," "our"), a company registered in California, United States at 2261 Market St, STE 10530, San Francisco, CA 94114, USA.

 

We operate the website https://athenalab.io and the related App (defined below) (collectively, the "Site"), as well as any other related products, services, content, and functionality, that refer or link to these terms of service and legal terms (the "Legal Terms") (collectively, the "Services").

 

These Legal Terms are entered into by and between you (or by you on behalf of an entity) (“You,” or “Your”) and Company and constitute a legally binding agreement governing and concerning your access to and use of the Services and the Site (and any related mobile app (“App”)), whether you are a guest, a Registered User or Registered Organization (both defined below).

Please read the Legal Terms carefully before You start to use the Site. By using the Site or by clicking to Accept or Agree to the Legal Terms when this option is made available to You, You acknowledge that you have read, understood, and accept and agree to be bound and abide by these Legal Terms and our Privacy Policy, found at athenalab.io/privacy, incorporated herein by reference. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS OR THE PRIVACY POLICY, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST NOT ACCESS, USE OR REGISTER TO THE SITE AND/OR DISCONTINUE USE IMMEDIATELY.

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE MAY HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, THESE TERMS OF SERVICE INCLUDE OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE ALL DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND WILL NOT BE PERMITTED TO PURSUE CLAIMS OR SEEK RELIEF AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS UNDER CERTAIN CONDITIONS SET FORTH BELOW IN THE SECTION OF THESE TERMS AND CONDITIONS ENTITLED “DISPUTE RESOLUTION AND BINDING ARBITRATION”; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW, TO HAVE A JURY TRIAL ON ANY AND ALL CLAIMS OR TO HAVE A JUDGE REVIEW YOUR CLAIMS. THIS ARBITRATION AGREEMENT WILL ALSO AFFECT YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LITIGATION AGAINST THE COMPANY. PLEASE SEE THE SECTION OF THESE TERMS ENTITLED “DISPUTE RESOLUTION AND BINDING ARBITRATION AGREEMENT” FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

 

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

 

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services. By accessing, using, or registering to the Site, You certify that You are at least 18 years of age and that Your answers to the registration materials on the Site will be truthful. In accessing and using the Site, You understand and agree that your name and User ID will be published on the Site for others to view, and other basic information concerning You that you give to the Site, such as your email address also may be published on the Site for others to view if you give us permission to do so.  Otherwise, your e-mail address will be kept confidential, except with your express permission or as otherwise stated elsewhere in these Legal Terms.

 

We recommend that you print a copy of these Legal Terms for your records.

 

1. OUR SERVICES

 

Athena Lab is a technology platform that connects teachers around content across countries and continents to help them share and improve lessons. Athena enables professional learning and practice knowledge aggregation across communities of teachers large and small. It drives collaboration and creates networks, both resolving acute pain points for teachers on a daily basis and also facilitating and enhancing capacity across broader educational systems over time.

 

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

The Services are not tailored to comply with industry-specific regulations (such as the Family Educational Rights and Privacy Act (FERPA) or any other law or regulation related to education), so if your interactions would be subjected to such laws, you may not use the Services in violation of those laws.

 

You may be required to register and create an account (“Account”) in order to use the Services. If You are an individual that registers to use the Services, you are a “Registered User.” If You are an entity (such as an educational organization or non-profit, or a school (collectively, “Organization”)) or You are an administrator registering on behalf of an Organization, You are considered an “Registered Organization.”

 

Note that we may provide the same Services or differing services to Registered Users and Registered Organizations. Registered Users and Registered Organizations can refer to the subscription information provided in the platform to know which features and offerings are included in Your Services.

 

2. USER REGISTRATION

 

If You register as a Registered User or an individual from a Registered Organization, you will provide certain personal information about yourself and the organization, as applicable, in Your member Account. You are responsible for maintaining the confidentiality of your password and the associated Account, if applicable, and are fully responsible for any and all activities that occur under Your password or Account. An Account should be used only by the Registered User Account holder or the Account holder associated with the Registered Organization, and You acknowledge and agree that you will not share your password. You agree to (a) immediately notify us of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that you exit from Your account at the end of each session when accessing the Service. We will not be liable for any loss or damage arising from your failure to comply with this section.

 

3. INTELLECTUAL PROPERTY RIGHTS

 

Our intellectual property

 

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, "Our Content"), as well as the trademarks, service marks, and logos contained therein ("Our Marks").

 

Our Content and Our Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

 

Our Content and Our Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.

 

Your right to use of our Services

 

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to:

  • use and access the Services; and

  • download or print a copy of any portion of Our Content to which you have properly gained access

solely for your personal, internal business purpose or non-commercial use.

 

Except as otherwise set out in this section or elsewhere in the Legal Terms, no part of the Services, Our Content or Our Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

 

If you wish to make any use of the Services, Our Content, or Our Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: info@athenalab.io prior to any such use. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Our Content, you must identify us as the owners or licensors of the Services, Our Content, or Our Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying Our Content.

 

We reserve all rights not expressly granted to you in and to the Services, Our Content, and Our Marks.

 

Any breach of these intellectual property rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

 

Your Feedback and contributions

 

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

 

Feedback: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Feedback"), you agree to assign to us all intellectual property rights in such Feedback. You agree that we shall own this Feedback and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

Your Content: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality and may provide you with an opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, and graphics (and links to video, audio, photographs, music, and graphics), comments, reviews, rating suggestions, personal information, or other material (collectively, "Your Content"). Any Feedback that is publicly posted shall also be treated as Your Content. Your Content does not include any Contributions (defined in Section 5) you may create.  

You understand that Your Content may be viewable by other users of the Services and possibly through third-party websites.

 

When you post Your Content or create an Account and become a Registered User or Registered Organization, you hereby grant to us a license (including use of your name and Your Marks ): By posting any of Your Content, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit Your Content (including, without limitation, your image, name, and voice), and Your Marks (defined below) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, Your Content. Our use and distribution may occur in any media format and through any media channels.

 

This license includes our use of your name, company name, and franchise name, as applicable, and any of your trademarks, service marks, trade names, and logos (“Your Marks”), and personal and commercial images you provide.

 

You hereby grant us the right to use your Marks on our Site and in our marketing materials and to publicly identify you as our customer.

 

For avoidance of doubt, with respect to the licenses granted to use your Marks in this section, “You” includes Registered Users and Registered Organizations.

 

You are responsible for what you post or upload: By sending us Feedback and/or posting Your Content and/or submitting Contributions through any part of the Services or making Your Content or Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

  • confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Feedback nor post any of Your Content or a Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;

  • to the extent permissible by applicable law, waive any and all moral rights to any such Feedback, Your Content, and/or Contribution;

  • warrant that any such Feedback, Your Content, and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Feedback, Your Content, and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Feedback, Your Content, and/or Contributions; and

  • warrant and represent that your Feedback, Your Content, and/or Contributions do not constitute confidential information.

You are solely responsible for your Feedback, Your Content, and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

 

We may remove or edit Your Content: Although we have no obligation to monitor any of Your Content or Contributions, we shall have the right to remove or edit any of Your Content or Contributions at any time without notice if in our reasonable opinion we consider Your Content or such Contributions harmful or in breach of these Legal Terms. If we remove or edit Your Content or any such Contributions, we may also suspend or disable your account and report you to the authorities.

 

Copyright infringement

 

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY" section below.

 

4. USER REPRESENTATIONS

 

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

 

5. REGISTERED USER GENERATED CONTRIBUTIONS

 

Registered Users may create and/or submit through the Services information, documents, papers, instructions, training, and other documentation, and content and materials, including but not limited to text, writings, video, audio, photographs, graphics (and links to video, audio, photographs, music, and graphics), comments, teaching activities, teaching assignments and questions, and multimedia for reaching (or suggestions for various subjects or courses, to be used by teachers (collectively, "Contributions"). Please do not include the personally identifiable information of any third party in a Contribution. If you include your personal information in a Contribution, you do so at your own risk, and we are not responsible for any damages resulting from your inclusion of your personal information in the Contribution. Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.

 

A Registered User or Registered Organization that submits a Contribution through the Services, is a “Registered Contributor.” 

 

When you post your Contributions, you hereby grant to us a license: 

 

By creating and submitting your Contribution, you acknowledge and agree that (1) you automatically grant us the right and license to the Contribution as described in Section 6; and (2) we may sublicense your Contributions under the Creative Commons BY-NC 4.0 license, as described in Section 7.

 

When You, as a Registered Contributor, create or make available any Contributions, You thereby represent and warrant that:

 

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary or intellectual property rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights, of any third party.

  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to license to us the rights to use and right to sublicense your Contributions.

  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services, to use your Contributions in any manner contemplated by the Services and these Legal Terms.

  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms. (Note that the forgoing does not apply to content that is in the public domain or content that you correctly use under the Fair Use doctrine (§107 Copyright Act)).

  • Your Contributions are not false, inaccurate, or misleading. 

  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us). 

  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

  • Your Contributions do not violate any: (a) applicable law, regulation, or rule; or (b) applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

  • Your Contributions do not violate the privacy or publicity rights of any third party.

  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

 

6. CONTRIBUTION LICENSE

 

By posting your Contributions to any part of the Services, you automatically and hereby grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

 

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the Your Marks, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

 

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

 

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

 

7. CREATIVE COMMONS LICENSING OF USER-GENERATED CONTRIBUTIONS

 

Subject to your compliance with the terms and conditions of the Legal Terms, we are providing to Registered Users and Registered Organizations, as applicable, a right and license to use a Contribution under the Creative Comments Attribution-Non-Commercial 4.0 International (CC-BY-NC 4.0).

 

As a Registered User or Registered Organization, if you use a Contribution through the Services you must comply with the terms of the CC-BY-NC 4.0 Creative Commons license.

 

As a Registered User and Registered Organization, under this license, you may distribute, remix, adapt, and build upon the Contribution in any medium or format, but you are limited as follows: (1) use the Contribution for only non-commercial purposes; (2) you must give attribution to the creator and provide a link to the license and indicate if changes were made; and (3) you cannot apply any legal terms or technological measure that legally restrict others from doing anything the license permits.

 

 

8. PURCHASES AND PAYMENT

 

We use payment processors to process your payments, including Stripe (“Payment Processors”).

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update your Account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars. Note that the terms and conditions of the Payment Processor shall apply to your transactions with the Payment Processor.

 

You agree to pay all charges at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

 

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

 

9. MEMBERSHIP SUBSCRIPTIONS

 

Billing and Renewal

 

A Registered User has the option to sign up for a membership subscription. A member subscription will include additional services and features that non-member Registered Users will not have access to. All Registered Organizations must sign up for a membership subscription to receive the Services.

 

Your membership subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid payment method. 

 

The length of your billing cycle and renewal term depends on the service plan. A Registered User that signs up for a membership subscription will be billed on either a monthly basis or annual basis, and a Registered Organization that signs up for a membership subscription will be billed on an annual basis. Registered Organizations that add services during a subscription period may pay a pro rata fee for the additional services for the remainder of the subscription term for shortened timeframe.

 

Cancellation

 

All purchases are non-refundable, unless otherwise specified. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term and you will continue to have access to the Services through the end of your current billing period. If you have any questions or are unsatisfied with our Services, please email us at info@athenalab.io.

 

Fee Changes

 

We may, from time to time, make changes to the subscription plans and subscription fees and will communicate any price changes to you in accordance with applicable law. If you do not wish to accept the price change or change to your subscription plan, you can cancel your membership before the change takes effect.

 

10. PROHIBITED ACTIVITIES

 

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

 

As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any of Our Content or enforce limitations on the use of the Services and/or Our Content contained therein.

  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.

  • Use any information obtained from the Services in order to harass, abuse, or harm another person.

  • Make improper use of our support services or submit false reports of abuse or misconduct.

  • Use the Services in a manner inconsistent with any applicable laws or regulations.

  • Share your Account password with any other person.

  • Engage in unauthorized framing of or linking to the Services.

  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

  • Delete the copyright or other proprietary rights notice from any of Our Content.

  • Attempt to impersonate another user or person or use the username of another user.

  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1—1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.

  • Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.

  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.

  • Use a buying agent or purchasing agent to make purchases on the Services.

  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or Our Content for any revenue-generating endeavor or commercial enterprise.

  • Use the Services to advertise or offer to sell goods and services.

  • Sell or otherwise transfer your profile.

  • Scrape content to send to other systems.

  • Violate the terms of the Creative Commons CC BY-NC 4.0 license (as described in Section 7).

 

11. THIRD-PARTY WEBSITES AND CONTENT

 

The Services may contain (or you may be sent via the Site or in your Content or Contributions you may include) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

 

12. SERVICES MANAGEMENT

 

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

 

13. PRIVACY POLICY

 

We care about data privacy and security. Please review our Privacy Policy: athenalab.io/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

 

14. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

 

Notifications

 

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

 

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has 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; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

 

Counter Notification

 

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a "Counter Notification"). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

 

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

 

Designated Copyright Agent

Athena Public Benefit Corporation

Attn: Copyright Agent

2261 Market Street

STE 10530

San Francisco, CA 94114

United States

copyright@athenalab.io

 

15. TERM AND TERMINATION

 

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT, YOUR CONTENT, YOUR CONTRIBUTIONS, OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

The provisions of these Legal Terms relating to indemnification, exclusions and limitations of damages and liability, payment, warranty and representations, and exclusions of warranty, and any other provisions that by their natures should survive, shall survive any termination or expiration of this Agreement for any reason.

 

16. MODIFICATIONS AND INTERRUPTIONS

 

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

 

17. GOVERNING LAW

 

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

 

18. DISPUTE RESOLUTION AND BINDING ARBITRATION

 

Applicable Law. This Arbitration Agreement is governed by the Federal Arbitration Act, (9 U.S.C. § 1, et seq.; hereafter the “FAA” or “Act”) and governs all aspects of your relationship with Athena. This agreement reflects a transaction involving commerce within the meaning of the Act. The Act and cases interpreting the Act will govern the interpretation and enforcement of this Dispute Resolution and Binding Arbitration Agreement.

 

Scope of this Arbitration Agreement. You understand and agree that you and Athena will arbitrate any past, present and future disputes controversies or claims (“Dispute”) relating to Athena, your engagement with, access to or use of Athena’s software, your use of any other services provided by Athena, any advertising or marketing communications regarding Athena, its agents, or its vendors, any products or services sold or distributed through Athena or to any aspect of your relationship or transactions with Athena as a User of our Services or that you may otherwise have against (i) Athena; (ii) Athena’s officers, directors, employees or agents; (iii) Athena’s parent, subsidiary and affiliated companies or entities (and any of their officers, directors, employees or agents); and/or (5) all successors and assigns of any of these persons or entities.

 

Types of Disputes Subject to this Agreement. The types of Disputes that are covered by this agreement include, but are not limited to, contract claims, tort claims, claims against Athena in any way related to the services or use of Athena’s platform; claims related to your registration for an account to use Athena’s services, claims related to your payment for the services, and claims for violation of any federal, state, or local government law, statute, regulation, or ordinance, except if those claims not arbitrable as a matter of applicable law not preempted by the Federal Arbitration Act. will be resolved by binding arbitration, rather than in court. Except for those limitations set forth below, this Arbitration Agreement shall otherwise apply, without limitation, to all Disputes between you and Athena, including any Disputes that arose or were asserted before the Effective Date of this Agreement.

 

When Arbitration Does Not Apply. To the extent that any claim is not arbitrable as a matter of applicable law and not otherwise preempted by the Federal Arbitration Act, this arbitration agreement does not apply. Nothing in this Arbitration Policy prevents, or is intended to prevent, the investigation by a federal or state governmental agency of any report, claim or charge related to Athena or your use of its service that otherwise would be required to be arbitrated under this agreement.  This arbitration agreement does not prevent federal or state administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration agreement or other terms of service would otherwise cover the claims.  Nothing in this Arbitration Policy prevents or excuses a party from satisfying any required conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration which is related to a Dispute relating to Athena or your use of the service.

 

Concurrent Governmental or Administrative Jurisdiction. Nothing in this Arbitration Agreement prevents, or is intended to prevent, the investigation by a federal or state governmental agency of any report, claim or charge related to Athena or your use of its platform that otherwise would be required to be arbitrated under this agreement. This arbitration agreement does not prevent federal or state administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration agreement or other terms of service would otherwise cover the claims; provided, however, that if you and Athena have completed the arbitration process contemplated by this agreement prior to the date upon which a federal or state administrative agency commences its adjudicative process, the decision of the arbitrator may be submitted by Athena to the administrative agency as evidence that the Dispute giving rise to the investigation or adjudication has been successfully resolved by and between the parties themselves and that the agency should therefore give deference to that arbitration decision.

 

Conditions Precedent Not Excused. Nothing in this Arbitration Agreement prevents or excuses a party from satisfying any required conditions precedent and/or exhausting any required administrative remedies under applicable law before bringing a claim in arbitration which is related to a Dispute or which relates to Athena, a Service Client, or your use of the platform.

 

Exception for Small Claims and Intellectual Property Disputes. You and Athena also each retain the right to bring an action in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; or to seek injunctive or other equitable relief on an individual basis in a federal or state court located in the county in which you resided at the time the events giving rise to the Dispute occurred, including with respect to any dispute, claim or controversy related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

 

Attempt to Informally Resolve Disputes Required. You and Athena agree that good-faith informal efforts to resolve disputes often results in a prompt, low-cost and mutually beneficial outcome. To expedite resolution and reduce the cost of any Dispute, before proceeding with arbitration or any matter which is not required to be arbitrated under the terms of this Agreement you and Athena agree to first attempt in good faith to resolve any Dispute (except those Disputes expressly excluded below) informally through negotiation for at least ninety (90) days before initiating any arbitration or court proceeding.

 

How We Will Conduct Informal Negotiations: You agree that we will personally meet and confer, via telephone or videoconference, to undertake a good-faith effort to resolve informally any Dispute covered by this mutual Arbitration Agreement. If you are represented by an attorney, your attorney may participate in the conference, but you must still also fully participate in the conference.

 

Notice Required to Start Informal Negotiations: If one of us wishes to seek resolution of a Dispute related to any aspect of your relationship with Athena must give notice to the other party in writing of its, his, or her desire for an informal dispute resolution conference. To notify Athena that you intend to initiate an informal dispute resolution conference, you must send written notice to Athena by mail at the address provided in the Notice section of these terms of service or email the request for informal dispute resolution to legal@athenalab.io. The notice must provide your name, telephone number associated with your Athena account (if any), the email address associated with your Athena account, and a description of the Dispute.

 

Timing:  The informal conference required by this section will occur within 60 days after the other party receives notice of a desire to conduct a conference, unless you and Athena mutually agree to an extension of time.  In the interval between the sending of notice and the date of the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration or any court proceeding relating to a Dispute. While the informal dispute resolution process takes place, any statute of limitations and any filing deadlines which govern the Dispute shall be tolled until you and Athena agree to (or, alternatively, Athena notifies you in writing of its intent to), conclude the informal negotiation process. If the informal dispute resolution process does not fully and finally resolve the Dispute within ninety (90) days of the date upon which one party notifies the other of a desire to engage in informal dispute resolution, the parties can agree to continue the informal dispute resolution process or, if they do not reach agreement to do so, conclude the informal dispute resolution process.

 

The Arbitration Process. You and Athena agree that the following will apply if the informal dispute conference does not end with a full and final resolution of any Dispute governed by this arbitration agreement that is not otherwise exempted from arbitration by the terms of this agreement.

 

Notice of Intent to Arbitrate: Before you may begin an arbitration proceeding, you must send notice of an intent to initiate arbitration to Athena. The notice must be in writing and include a certification by you that the pre-filing informal dispute resolution process has been completed. If notice of arbitration is being sent to Athena, it must be sent by email to the attorney who represented Athena in the informal dispute resolution process with you. If Athena did not have an attorney during the informal dispute process, then this notice must be sent by mail to the Notice address provided in Athena’s terms of service. The notice required by this section must include (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration.

 

Initiation of Arbitration:  The arbitration will be conducted by an arbitrator affiliated with Judicial Arbitration and Mediation Services (“JAMS”) under its rules and pursuant to the terms of this Agreement.  A demand for JAMS arbitration demand must be submitted to JAMS in writing and served upon Athena by sending it to the attorney who represented Athena in the informal dispute resolution process with you. If Athena did not have an attorney during the informal dispute process, then this notice must be sent by mail to the Notice address provided in Athena’s terms of service.

 

Time Limits for Commencing Arbitration:  Any party to this Arbitration Agreement asserting that a Dispute or other type of claim exists by and between you and any Athena Party must give written notice of the dispute and/or claim to the other party not later than the expiration of the statute of limitations that the law prescribes for resolution of  the type of Dispute at issue between the parties; provided, however, that the statute of limitations shall be tolled during the time that the parties are engaged in the informal dispute resolution process set forth above. Filing a government complaint will not extend the statute of limitations for commencing arbitration except to the extent required by applicable law not preempted by the Federal Arbitration Act. The parties acknowledge that they are encouraged to give written notice of any Dispute as soon as possible after the event or events in dispute so that arbitration of any disputes may take place promptly. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

 

Selection of the Arbitrator: The arbitrator will be selected utilizing the rules for appointment in effect at JAMS at the time arbitration is initiated. You and Athena will each have those rights to participate in the selection of a neutral arbitrator provided for by JAMS’s rules. If no arbitrator is available through JAMS to arbitrate, the parties will then proceed with arbitration through either JAMS or another alternative arbitral forum.

 

Rules to be Used in Arbitration: The arbitration will be commenced and conducted under JAMS’ Comprehensive Arbitration Rules & Procedures ("JAMS Rules"). You may review these rules at JAMS website (https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule-7). In the event that an alternative arbitral forum is required to be chosen for any reason, the arbitration rules used by that alternative forum for the type of Dispute at issue shall apply to the arbitration.

 

Costs of Arbitration: Your duty to pay arbitration fees and your share of arbitrator compensation will be governed by the JAMS Rules (and, where appropriate, limited by JAMS Rules) governing the particular type of dispute.  All disputes regarding the payment of arbitrator or arbitration-organization fees, including the timing of such payments and remedies for nonpayment, shall be determined exclusively by the arbitrator, and not by any court.

 

Location for Arbitration:  The arbitration may be conducted through the submission of documents, by phone or remotely online or by videoconference or, if the arbitrator so orders, in person. In the event that the arbitrator orders that the arbitration take place in person, the arbitration will take place in the county (or comparable governmental unit) in which you last received services. No Dispute subject to this arbitration agreement will be subject to in-person arbitration in any other venue or forum absent agreement between you and Athena.

 

Powers and Duties of the Arbitrator. Only the arbitrator, and not any federal, state, or local court or agency, shall have the authority to resolve any Dispute. This power and authority includes the authority to resolve all matters relating to the interpretation, applicability, validity, breach, enforceability, or formation of this arbitration agreement, including without limitation any claim that all or part of this arbitration agreement is void or voidable. The arbitrator shall have exclusive authority to resolve all threshold arbitrability questions relating to a Dispute.

 

Procedural Decisions During Arbitration. The arbitrator shall have the sole authority to rule upon requests for discovery or make procedural rulings as provided for under JAMS rules, and to consider and rule upon motions brought by either party which are dispositive of all or part of any Dispute. The arbitrator will have the authority to award, on an individual basis, compensatory monetary damages and any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and Athena’s terms of service. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have; provided, however, that the arbitrator shall have no power to award punitive or exemplary damages except where permitted by statute, and you and Athena waive any right to recover punitive and/or exemplary damages.

 

Statement of Decision. Upon the conclusion of the arbitration process, the arbitrator will issue a decision about the Dispute in writing but need not provide a statement of the reasons for the decision unless you or Athena request one. If requested, the arbitrator will include in his or her statement of decision will include the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator’s decision is final and binding on you and Athena.

 

Non-Precedential Nature of Award:  The arbitrator’s award shall be binding only among the parties to the arbitration. The award shall have no preclusive effect in any other arbitration or other proceeding involving a different party and may not be used by any party to the arbitration as evidence in any subsequent or different arbitration or in any court proceeding other than one arising from or relating to the Dispute which resulted in the arbitration award.

 

Mutual Assent to Court Proceedings in Furtherance of Arbitration: By accepting this arbitration agreement, you and Athena mutually consent to the personal and subject matter jurisdiction of the federal and state courts located in the county (or comparable governmental unit) in which the address you last received services is located. By accepting this arbitration agreement, you and Athena mutually consent to the jurisdiction of the federal and state courts solely for the purposes of (a) compelling arbitration pursuant to the terms of this agreement; (b) staying any pending court proceeding pending arbitration; or (c) to confirm, modify, vacate and/or enter judgment on any award made by the arbitrator.

 

Waiver of Court or Jury Trial. BY AGREEING TO ARBITRATE, YOU AND THE COMPANY ARE EACH GIVING UP ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND TO HAVE ANY DISPUTE HEARD THERE BY A JUDGE OR JURY. You and Athena are instead electing to have any and all of your claims and disputes against each other resolved by arbitration, except as expressly specified in these terms of service. You and Athena are making this election knowing that there is no judge or jury in arbitration proceedings, and that court review of an arbitration award is limited.

 

Waiver of Right to Participate in Third-Party, Class or Consolidated Actions. IF YOU AGREE TO ARBITRATION WITH ATHENA, YOU ARE AGREEING IN ADVANCE THAT NEITHER YOU NOR ATHENA WILL PARTICIPATE IN, OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN, ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. YOU AND ATHENA AGREE TO WAIVE ANY RIGHT TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

 

If Waiver Deemed Unenforceable:   If for any reason this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular Dispute, neither you nor Athena is entitled to arbitration of such Dispute. Instead, all such Disputes will then be resolved in a court of law unless you and Athena agree to resolve the Dispute in another fashion.

 

Class Action Settlement: This waiver of class or consolidated action does not prevent Athena or you from entering into, or participating in, a class-wide settlement of claims.

 

Third-Party Cases:  Cases may be filed against Athena that attempt to assert individual or class-action claims against the company. BY ACCEPTING ATHENA’S TERMS OF SERVICE, YOU AGREE NOT TO PARTICIPATE IN SUCH CASES AS A PARTY, EXCEPT AS IT RELATES TO A CLASS-WIDE SETTLEMENT OF CLAIMS.

 

Batch Arbitrations. If within any 30-day period 100 or more similar arbitration demands against Athena are submitted to an arbitration provider selected in accordance with Athena’s Dispute Resolution and Binding Arbitration party and presented by, or with the assistance, of the same law firm or organization, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (or, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Athena and the arbitration provider to implement such a batch approach to resolution and arbitration fees. Except as provided for here, YOU AND ATHENA AGREE THAT ALL DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED ON A CLASS OR COLLECTIVE BASIS EXCEPT AS SET FORTH IN THIS AGREEMENT. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN THIS AGREEMENT.

 

Opting out of the Arbitration Agreement. If you are a new customer of Athena who is creating an Athena account for the first time, you may opt out of this Arbitration Agreement. If you do so, neither you nor Athena can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Athena in writing no later than the earlier of (1) 30 days after first creating your Athena account or (2) 30 days after your first use of the services you accessed through Athena. Your written notice must include your name and address, your Athena username (if any), the email address you currently use to access your Athena account (if you have one), and telephone number. Your written notice must also contain a clear statement that you wish to opt out of this Arbitration Agreement. You must send written notice of your desire to opt-out to Athena by mail or facsimile transmission at the address and phone numbers provided in the Notice section of these terms of service or by email to legal@athenalab.io. This is the only way in which you, as a new user of Athena’s services, may opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of Athena’s Terms and Conditions will continue to apply to you.

 

Opting Out for Existing Customers:  If you are an ongoing customer of Athena, and you receive notice from the company of a change to these “Dispute Resolution and Binding Arbitration” terms of service, you may also opt out of the new version of the arbitration agreement by following the procedures set forth above for opting out if you were a new user. However, as an ongoing customer, your choice to opt out of any new version of the “Dispute Resolution and Binding Arbitration” terms of service has no effect on any previous, other, or future arbitration agreements that you may have with us. If you accepted a previous version of these Terms that included an arbitration agreement and did not timely opt out of the arbitration agreement reflected in that previous version, you remain bound by the last arbitration agreement you agreed to. Upon receipt of a valid opt-out notice from you, Athena will provide you with a copy of the arbitration agreement from the last version of Athena’s terms of service that you accepted.

 

Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Athena makes any future material change to this Arbitration Agreement, the modification will not apply to any Dispute for which you had already given notice of the claim to Athena prior to the effective date of the change.

 

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be kept strictly confidential for the benefit of all parties except to the degree that disclosure of the existence of an arbitration and subsequent arbitration award is necessary for you or Athena to seek vacation, modification, confirmation and/or enforcement of the award in court.

 

Severability. If a court or the arbitrator decides that any term of this Arbitration Agreement (other than the subsection above titled “Waiver of Right to Participate in Class or Consolidated Actions”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Dispute Resolution by Binding Arbitration provision will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions in the subsection above titled “Waiver of Right to Participate in Third-Party, Class or Consolidated Actions” are invalid or unenforceable, the remaining portions of this agreement to Dispute Resolution by Binding Arbitration shall remain valid.

 

Survival of this Agreement. This Arbitration Agreement will survive the termination of your relationship with Athena and shall continue to govern the handling of all Disputes after such termination, unless and until a new agreement between you and Athena expressly terminates the arbitration agreement

 

 

19. CORRECTIONS

 

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

 

20. DISCLAIMER

 

THE SERVICES AND THE CONTRIBUTIONS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND THE CONTRIBUTIONS WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICES AND CONTRIBUTIONS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES FOR THE LICENSES GRANTED TO YOU UNDER THIS LICENSE TO USE THE CONTRIBUTIONS, AND WE DO NOT WARRANTY, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE CONTRIBUTIONS YOU MAY USE AND WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ALL THE NECESSARY PERMISSIONS YOU NEED TO USE THE CONTRIBUTIONS AS YOU INTEND. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTRIBUTIONS, OUR CONTENT OR THE CONTENT OF THE SITE OR ANY WEBSITES, OR [THE APP OR ANY OTHER] MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF OUR CONTENT, MATERIALS, AND CONTRIBUTIONS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY OF OUR CONTENT, MATERIALS, AND CONTRIBUTIONS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY OF OUR CONTENT OR CONTRIBUTIONS POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

21. LIMITATIONS OF LIABILITY

 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $100.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

22. INDEMNIFICATION

 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

23. USER DATA

 

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

 

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

25. FORCE MAJEURE

 

Force Majeure Events: Neither party shall be liable for any failure or delay in performance under these Legal Terms (except the obligation to pay) to the extent such failure or delay is caused by conditions beyond the reasonable control of the party affected, including but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, labor strikes, and/or any other cause beyond the reasonable control of the party (each, a “Force Majeure Event”) whose performance is affected.

 

Notification: The party affected by a Force Majeure Event shall promptly notify the

other party of the occurrence of such event and use reasonable efforts to mitigate its

effects.

 

26. CALIFORNIA USERS AND RESIDENTS

 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

 

27. MISCELLANEOUS

 

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

 

28. CONTACT US

 

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

 

Athena Public Benefit Corporation

2261 Market St, STE 10530

San Francisco, CA 94114

United States

Phone: (+1) 415-234-3795 

info@athenalab.io