This Agreement is effective as of March 18, 2020.
Introduction & Scope
If you have any questions, please refer to email@example.com for any assistance.
Changes to the Agreement and Additional Terms
WE MAY CHANGE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU AT OUR SOLE DISCRETION, AND YOUR CONTINUED USE OF THE WEBSITE OR ANY SERVICES AFTER SUCH CHANGES TO THIS AGREEMENT HAVE BEEN POSTED CONSTITUTES ACCEPTANCE OF ALL SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REGULARLY REVIEW THIS AGREEMENT WHEN USING THE WEBSITE OR OUR SERVICES.
Project Noosphere reserves the right to modify or terminate the Website and Services for any reason, without notice and at any time. Project Noosphere may also alter this Agreement and/or other policies at any time, so please review the policies frequently. If Project Noosphere makes a material change, Project Noosphere will notify you by posting updates to this Agreement or by means Project Noosphere deems appropriate. What constitutes a “material change” will be determined at Project Noosphere’s sole discretion, in good faith, and using common sense and reasonable judgment.
A stage of evolutionary development driven by consciousness, the mind, and interpersonal relationships.
Project Noosphere facilitates and supports the health of individuals and the whole planet with a combination of online and onsite events that will generate an increasing state of coherence and health for you and your family. Project Noosphere is gathering a critical mass of 1% of the world’s population for the purpose of focusing on individual and social coherence to generate more harmony, peace, and healing. Together we will be generating the butterfly effect that can generate spontaneous healing at any moment. Everyone meditating on the same intention of Healing the World creates a gigantic accelerator of consciousness that will benefit everyone.
Project Noosphere also has an online marketplace where users can buy goods and services. Legal ownership of goods or services purchased on Project Noosphere is directly transferred to the buyer after a sale is completed and the sale price is paid by the buyer.
You agree that Project Noosphere is a public marketplace and as such is not responsible or liable for any user content, including but not limited to data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or third-parties on Project Noosphere. The Website and Services are provided “AS IS” and your use is at your sole and own risk. Project Noosphere cannot and does not guarantee the true identity, age, nationality, or other information disclosed in a user’s profile. Project Noosphere encourages you to communicate directly with other buyers and sellers using the tools available on the Website or Services.
Project Noosphere may refuse access to, or use of, the Website or Services to any person or entity in its sole and absolute discretion. Project Noosphere may also change its eligibility criteria for membership at any time. If this provision is prohibited by law in certain jurisdictions, the right to access the Website and Services is revoked in such jurisdictions.
Project Noosphere believes that it is extremely important to protect children’s’ personal information. As a result, We never collect or retain information from those We actually know are under the age of 18, and the website is not designed to attract any users under the age of 18. Our Services are only available to, and may only be used by, individuals who are 18 years or older. If you are under the age of 18, you may not use the Website or provide any information to Project Noosphere in any manner, including through the Website.
By registering with the Website and/or using Our Services, you represent and warrant to Project Noosphere that: (a) you are at least 18 years old, (b) all registration information you submit is accurate and truthful; and (c) if you are acting on behalf of a legal or business entity, you are authorized to bind that entity to this Agreement.
You agree to abide by this Agreement and other policy documents available via hyperlink in this Agreement (as applicable to your activities on or use of the Website and/or Services), as well as all other operating rules, policies, and procedures that may be published from time to time on the Website, each of which is incorporated herein by reference and each of which may be updated by Project Noosphere from time to time without notice to you.
In addition, some Services offered by Project Noosphere may be subject to additional terms and conditions circulated by Project Noosphere from time to time and your use of these Services will be subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Your account information, particularly your email address and password, authenticates your identity as a Project Noosphere member, and Project Noosphere is entitled to act on any transaction or instructions received from your account information, regardless of whether it is being used with authorization from you. Accordingly, you are solely responsible for keeping your account information up-to-date and accurate at all times, including maintaining a valid email address. To sell goods or services on Project Noosphere and withdraw funds from seller earnings, you must provide and maintain valid payment and account information, such as valid credit card information or a valid PayPal account.
You agree that you will protect your Project Noosphere account information and password, ensure this information is current and accurate, and be solely responsible for any and all activity conducted through your account. You also agree that Project Noosphere cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You further agree not to provide your account information and/or password to any third-party other than Project Noosphere. You agree to immediately notify Project Noosphere of any suspected or unauthorized use of your password or your account. You acknowledge and agree that you are solely responsible for all activity, liability, and damage resulting from your failure to securely maintain your Project Noosphere account information and password.
You may not transfer, sell, rent, assign, or sublicense your Project Noosphere account to any third-party under any circumstances.
Our Services are not available to temporary or suspended Project Noosphere user accounts. Project Noosphere reserves the right, in its sole discretion, to cancel any user account, including but not limited to unconfirmed or inactive accounts. Project Noosphere reserves the right to refuse Services to ianyone, for any reason, at any time, in its sole and absolute discretion.
Joining Project Noosphere and registering a new account on the Website and Services is free. However, Project Noosphere may charge a fee, temporarily change fees, or reduce fees for Our Services for promotional events, and such changes are effective when Project Noosphere posts the promotional event on the Website or features the promotional event in Our mobile application. Additionally, Project Noosphere may change all or some of Our Services at any time, without notice and in Our sole discretion, and any changes to Our fees are effective upon the posting of such changes. Project Noosphere also reserves the right to cancel any promotion, discount, coupon, or similar incentive before its originally stated expiration date. In the event Project Noosphere introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
If Project Noosphere terminates your account, if you close your account, or if the payment of your Project Noosphere fees and/or purchases cannot be completed for any reason, you remain obligated to pay Project Noosphere for all unpaid fees plus any interest or other charges, if applicable. Suspension of privileges and/or termination of the account due to non-payment of fees, may be forwarded to collection agencies and legal counsel or charged against any payment method associated with your account. If you have a question or wish to dispute a charge, please email Project Noosphere at firstname.lastname@example.org. This section shall survive expiration or termination of this Agreement.
All sales through the Website or Services are final and binding. Project Noosphere purchases products and sells them at cost through the Website or Services. Buyers can also purchase classes though links to the Quantum University website. Buyers are solely responsible for reading and understanding the product and class descriptions before making a purchase. Project Noosphere shall ship all product orders to buyers in a prompt manner, unless there is an exceptional circumstance beyond the reasonable control of Project Noosphere that prevents such shipping. Buyers shall promptly pay for all goods or services purchased. All cancellations are subject to Our Cancellation Policy.
Offers to buy or sell outside of the Website or Services are a potential fraud risk for buyers and Project Noosphere and are not protected by the the Agreement, or other buyer/seller protection programs. You may not exchange personal information or engage in any other activities to avoid the Project Noosphere Secure Checkout process. You may not manipulate the price of any item or fees owed to Project Noosphere when using the Website or any Services.
Project Noosphere may, at its option, add reasonable shipping and handling fees to the sale price of any item. Project Noosphere requires “Delivery with Signature Required” for any goods valued at $500 USD or more.
Project Noosphere has engaged third-party service providers to perform many of the services related to payment processing, including card processing, currency exchange, identity verification, fraud analysis and regulatory compliance.
Project Noosphere has partnered with Stripe to facilitate credit card/ACH payments and the disbursement of funds to sellers. The provider and processing time for your payment may vary. If there are insufficient funds in your bank account or insufficient credit available when Our provider processes the payment for your purchase or to recoup fees or balances due to Project Noosphere, Project Noosphere reserves the right to contact you directly for payment.
Project Noosphere may share your personal or transactional information with those third-party service providers when it’s necessary to process payments.
When purchasing any goods or services, you agree that: (a) you are solely responsible for reading the item’s full description before committing to purchase and (b) you enter into a legally binding contract with Project Noosphere when you commit to purchase the item. Upon completing a sale, Project Noosphere will have access to the buyer’s mailing address for purposes of shipping.
You may submit or upload items, including images, artwork, text, graphics, logos, and similar items (“User Submissions”), to the Website or Services. You represent and warrant that you own all rights, including intellectual property rights, in and to such User Submissions, and you agree to defend, indemnify, and hold harmless Project Noosphere, its officers, directors, employees, affiliates, subsidiaries, agents and attorneys, from and against all claims, demands, liabilities, costs, taxes, losses, and expenses of any kind, including reasonable attorneys’ fees, arising from, or in any way related to, your User Submissions alleged infringement upon any third-party’s rights, including (without limitation) any third-party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights, privacy rights, moral rights or other proprietary rights. You further grant Project Noosphere a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license use, reproduce, adapt, excerpt, reformat, distribute, perform, transmit, display, and create derivative works of, any User Submissions (in whole or part), and to incorporate the User Submissions in other works in any form, media, or technology now known or later invented, including (without limitation) (a) on the Website (including a mobile version of the Website) or Services; (b) on any application designed or developed to allow others to view your User Submission; (c) in materials created to promote the Website or any Services and their content, and (d) in connection with online and offline events conducted in connection with the Website or Services. This section shall survive termination of this Agreement.
Project Noosphere considers any unsolicited ideas, suggestions, proposals, feedback, or any other materials submitted to Project Noosphere via the Website or Services (“Ideas & Feedback”) to be non-confidential and non-proprietary. You acknowledge and agree that Ideas & Feedback provided by you to Project Noosphere are non-confidential and non-proprietary. Any communication by you to Project Noosphere is subject to this Agreement, and Project Noosphere freely use and disseminate Ideas & Feedback for any purpose whatsoever without acknowledgment or compensation to you. Project Noosphere shall not be liable for the disclosure or use of any Ideas & Feedback. You acknowledge and hereby grant to Project Noosphere a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to freely incorporate, use, modify, publish, display and exploit such Ideas & Feedback for any purpose Project Noosphere chooses, commercial or otherwise, including but not limited to incorporating Ideas & Feedback in future products or new services, without notice or compensation to you and without further recourse by you. This section shall survive termination of this Agreement.
You are solely responsible for your all of your conduct and activities on the Website and the Services and all of your User Submissions that you submit, upload, post, or display on Website or Services. At any time, with or without notice, Project may remove, block access to, or otherwise make unavailable any User Submissions or other content that is (a) in violation of this Agreement; (b) the subject of a court order or request from a governmental agency or law enforcement; or (c) otherwise unlawful, unethical, immoral, or improper for the Project Noosphere community, as determined by Project Noosphere in its sole and absolute discretion. Further, We may block users that repeatedly violate this Agreement or engage in other behavior necessitating the removal of User Submissions.
User Submissions and your use of Project Noosphere shall not:
As a security measure, We may impose transaction limits on buyers. For example, We may impose limits relating to the value of any transaction, or adjustments relating to the cumulative value of all transactions or adjustments during a period of time. We may also impose limits related to the number of transactions per day or other period of time. We will not be liable to a buyer if We do not proceed with a transaction or adjustment that would exceed any limit established by us, or if We cancel a transaction due to unverified buyer information.
Project Noosphere reserves the right to decline transactions that We believe to be high risk, fraudulent, or in violation of this Agreement.
Project Noosphere does not control the User Submissions of others that are made available on the Website and Services. You may find some User Submissions to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. By using the Website and Services, you agree to accept such risks. You also agree that Project Noosphere and its officers, directors, agents, subsidiaries, joint ventures and employees are not responsible for any and all acts or omissions of others. You agree to use caution, common sense, and practice safe buying and selling when using Project Noosphere.
Project Noosphere is not responsible for the availability of outside websites or resources linked to, or referenced on, the Website or Services. You agree that accessing such outside websites or resources is at your own risk. Project Noosphere does not endorse, and is not responsible or liable for, any content, advertising, products, or other materials on or available from such websites or resources. Project Noosphere shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
You may cancel your account at any time by contacting Our member care team via email at email@example.com. You are responsible for, and shall pay, any and all fees owed to Project Noosphere prior to the termination of your account.
Project Noosphere may restrict, suspend, or terminate your use of or access to the Website or Services, including any and all usernames under which you operate on the Website or Services, without notice or liability to you, in its sole and absolute discretion, and without refunding any fees, if Project Noosphere suspects (by information, investigation, conviction, settlement, or otherwise) that (a) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of this Agreement; (b) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of any Project Noosphere policy; (c) your activities on or in relation to the Website or Services may violate applicable law; (d) you are unable to verify or authenticate any of your personal information or User Submissions; (e) you have failed to pay a fee; (f) you may cause legal liability or financial loss to Project Noosphere’s users or to Project Noosphere; (g) you have submitted an unreasonable amount of return requests; or (h) for any other reason at any time. Among other things, Project Noosphere may cancel any your unverified accounts or inactive accounts, warn Project Noosphere’s community of your actions, temporarily or indefinitely suspending your account privileges, terminate your account, prohibit your access to the Website or Services, and/or take technical or legal steps to keep you off the Website and the Services. Further, any suspected fraudulent, abusive, or illegal activity, including violations of the Agreement and any additional Project Noosphere policies, may be referred to appropriate law enforcement authorities or other third-parties.
This section shall survive termination of this Agreement.
All content on the Website and Services is owned by, or licensed to, Project Noosphere. Subject to the terms of this Agreement, Project Noosphere grants to you a non-exclusive, non-transferable, non-sublicensable, and terminable right to access, view and use the content on the Website and Services solely for your own personal and non-commercial use. All rights not expressly granted herein are reserved to Project Noosphere and its licensors. Other than as expressly provided above, you may not copy, adapt, display, reproduce, distribute, modify, sell, transmit or otherwise use any materials or content on the Website or Services, and all such content is provided on an AS IS basis.
The software, trademarks, logos, service marks, trade names, graphics, page headers, button icons, scripts and other marks, works, inventions, or designs that are displayed on, or used in connection with, the Website and Services (the “Intellectual Property”) are owned by Project Noosphere and/or its affiliates or third-party licensors and may not be used unless authorized by their owner. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Intellectual Property, without the consent of the owner in each instance. The Intellectual Property may not be used, including as part of other trademarks, domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion as the source of the product or services, or Our endorsement of the product or service. All goodwill from the authorized use of Intellectual Property will inure to Our exclusive and sole benefit.
You shall not (during the term of this Agreement or thereafter), challenge, or assist or encourage others to challenge, the ownership, status as a trade secret, copyrightability, enforceability or validity of Project Noosphere’s (and/or its affiliates’ or third-party licensors’) trademark, copyright or other non-patent rights in or to Intellectual Property, or the validity of this Agreement, and you shall not attempt to register, file, or claim, any, patent, trademark, copyright or other rights in any jurisdiction anywhere in the world which are similar to, infringe upon, dilute, or unfairly compete with, Intellectual Property. You shall not reverse engineer, decompile, or disassemble Intellectual Property. This provision shall survive termination of this Agreement.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the website should be sent to the designated copyright agent below. ALL INQUIRIES NOT RELEVANT TO, OR NOT COMPLYING WITH, THE FOLLOWING PROCEDURE WILL NOT RECEIVE A RESPONSE.
Project Noosphere respects the intellectual property of others, and our users must do the same. Project Noosphere will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA“) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Project Noosphere will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Project Noosphere with the following information. Please be advised that to be effective, your notice must include ALL of the following:
Notices of claimed copyright infringement should be directed to:
735 Bishop Street, S-200
Honolulu, HI. 96813
Attn: Copyright Agent for Project Noosphere
copyright@ProjectNoosphere.com (Please include “Notice of Copyright Infringement” in the subject line.)
If a copyright notice that meets the requirements above is received by Project Noosphere’s Copyright Agent, Project Noosphere may remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity and send a copy of the notice to the user who posted the material at issue.
THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING PROJECT NOOSPHERE THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER TYPES INQUIRIES WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
All other claims of intellectual property infringement (e.g. trademark or patent infringements) should be directed to our Member Care team at firstname.lastname@example.org. They will be handled in accordance with applicable law.
Users who infringe on intellectual property rights of others may have their user accounts and/or access to the Website and Services removed or disabled at any time in Project Noosphere’s sole and absolute discretion.
If your material has been removed, disabled, or otherwise restricted due to a copyright infringement notification, and you believe that this was done in error, you may send a counter-notice containing the following information to Project Noosphere’s Copyright Agent (identified above) that contains ALL of the following:
If a counter-notice is received by our Copyright Agent, Project Noosphere will send a copy of the counter-notice to the original complaining party informing it that Project Noosphere will replace the removed material or cease disabling access to it in the next 10 business days at our sole discretion unless Project Noosphere receives notice from the original complaining party that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Project Noosphere’s Website or Services.
Our goal at Project Noosphere is to maintain Our Website, Services, and related tools, in a manner that is safe, secure, and functioning properly. You acknowledge and agree that We cannot guarantee the continuous operation of, or access to, the Website or Services, or tools. You further acknowledge and agree that operation of, and access to, the Website, Services, or tools may be delayed, interrupted, or interfered with, as a result of technical issues or numerous factors outside of Our reasonable control. You agree that you are making use of the Website, Services, and tools at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF THE WEBSITE AND/OR THE SERVICES. PROJECT NOOSPHERE EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE WEBSITE OR THE SERVICES. TO THE EXTENT PROJECT NOOSPHERE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
PROJECT NOOSPHERE SHALL NOT BE LIABLE TO ANY USER OR ANY THIRD-PARTY FOR (A) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (B) ANY UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF THE WEB SITE, USER CONTENT, USER DATA, SYSTEM DATA, OTHER DATA FILES, PROGRAMS OR INFORMATION THROUGH ERROR, OMISSION, ACCIDENT OR FRAUDULENT MEANS OR DEVICES NOT DIRECTLY ATTRIBUTABLE TO PROJECT NOOSPHERE’S NEGLIGENT ACTS OR OMISSIONS, OR FOR OTHER CIRCUMSTANCES OUTSIDE OF PROJECT NOOSPHERE’S REASONABLE CONTROL, OR (C) ANY MALFUNCTION OR CESSATION OF INTERNET SERVICES BY INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET WHICH MAY AFFECT THE OPERATION OF THE WEBSITE OR THE SERVICES.
IN NO EVENT SHALL PROJECT NOOSPHERE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF USE, LOSS OF DATA, INTANGIBLE LOSSES, OR ANY DAMAGES, LOSSES OR EXPENSES THAT ARE NOT DIRECTLY ATTRIBUTABLE TO PROJECT NOOSPHERE’S NEGLIGENT ACTS OR NEGLIGENT OMISSIONS EVEN IF PROJECT NOOSPHERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, DIRECTLY OR INDIRECTLY RESULTING FROM OR RELATED TO YOUR USE OF THE SERVICES OR THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY ACTION RELATED TO THE WEBSITE OR SERVICES. YOU AGREE TO TAKE REASONABLE ACTION TO MITIGATE YOUR DAMAGES.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE OR SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE AND SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR GUARANTEES OR THE LIMITATION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY WARRANTY OR LIMITATION OF LIABILITY CANNOT BE EXCLUDED, PROJECT NOOSPHERE’S LIABILITY FOR BREACH FOR SUCH WARRANTY OR GUARANTEE IS LIMITED (AT PROJECT NOOSPHERE’S ELECTION): (A) IN THE CASE OF GOODS, A REFUND, REPAIR, OR REPLACEMENT OF THE GOODS OR PAYMENT EQUAL TO THE COST OF REPAIR OR REPLACEMENT OF THE GOODS; (B) IN THE CASE OF SERVICES, THE RESUPPLY OF THE SERVICES OR PAYMENT OF THE COST OF THE RESUPPLY OF THE SERVICES.
IF WE ARE FOUND LIABLE TO YOU OR ANY THIRD-PARTY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SUCH LIABILITY IS LIMITED TO THE GREATER OF (A) ANY AMOUNTS DUE UNDER THE PROJECT NOOSPHERE TRUST PROMISE UP TO THE PRICE THE ITEM SOLD ON THE WEBSITE OR SERVICES (INCLUDING ANY APPLICABLE SALES TAX) AND ITS ORIGINAL SHIPPING COSTS; (B) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO PROJECT NOOSPHERE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (C) $100 USD, WHICHEVER IS LOWER. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, MISREPRESENTATIONS, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
You agree to defend, indemnify, and hold harmless Project Noosphere, its officers, directors, employees, affiliates, subsidiaries, agents and attorneys, from and against all claims, demands, liabilities, costs, taxes, losses, and expenses of any kind, including reasonable attorneys’ fees, arising from, or in any way related to, your breach of this Agreement, your use of the Services or the Website, or any activity conducted through your Project Noosphere account, including (without limitation) any dispute with another user or third-party related to your account or use thereof, the collection, payment or failure to collect or pay taxes if applicable, or any claim from a third-party. Project Noosphere may (but is not required to) elect to assume the defense and control of such claim and, in such case, you agree to cooperate with Project Noosphere in the defense of such claim and to reimburse Project Noosphere for all expenses and fees incurred in the course of defending such claim.
This section shall survive termination of this Agreement.
Project Noosphere does not guarantee continuous, uninterrupted access to the Website or Services. You understand and agree that the Website or Services may be interrupted or interfered with by numerous factors outside Project Noosphere’s reasonable control and Project Noosphere has no liability in connection therewith.
In the event a dispute arises between you and another user or a third-party, Project Noosphere encourages you to contact the user or third-party to resolve the dispute amicably.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND PROJECT NOOSPHERE HAVE AGAINST EACH OTHER ARE RESOLVED.
This Section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Project Noosphere agree that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement.
You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Website and Services, and, if applicable, your listings, purchase, solicitation of offers to purchase, and sale of goods or services using the Website and/or Services. You shall also be solely responsible for paying any and all taxes applicable to any purchases or sales of goods or services you make through the Website and Services. The amount of taxes applicable to your purchase includes (without limitation) state and local taxes and is calculated based on the type and cost of the item purchased, as well as your delivery address and/or location.
Taxes are not included in the product’s listing price however, all applicable taxes are disclosed prior to confirmation of any purchase made on the Website and Services.
You and Project Noosphere are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
All provisions of this Agreement which specifically state that they shall survive termination of this Agreement, or which by their nature should survive the termination of this Agreement, including (but not limited to) any payment obligations, limitations on liability, and indemnification, shall survive any termination of this Agreement to the fullest extent necessary to enforce any rights or obligations thereunder.
Unless expressly provided elsewhere in the Agreement, any notice, demand, claim, or communication related to the Agreement may be provided by: (a) electronic mail transmission; (b) first class mail or certified mail, postage prepaid; or (c) express courier, cost prepaid; and sent to the following:
Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid, or 72 hours after delivery by mail or courier. The parties agree that service of process and service of a summons related to any disputes arising under this Agreement between the parties can be served via this notice provision.
This Agreement (and all policies referred to herein) represent the entire agreement and understanding between you and Project Noosphere and it supersedes any other agreement or understanding (written, oral or implied) between you and Project Noosphere. No other agreements, promises, representations, or understandings shall be binding upon Project Noosphere with respect to the Website or Services unless contained in this Agreement, or separately agreed to in writing and signed by an authorized representative of Project Noosphere.
This Agreement, and any rights and licenses granted hereunder, may not be transferred, assigned, or sublicensed by you without Project Noosphere’s express written consent. On the other hand, Project Noosphere may freely assign, sublicense, or otherwise transfer any rights or licenses under the Agreement, without restriction and without prior notice to you.
No term or provision of this Agreement is meant or intended to benefit any third-party.
You agree that this Agreement will be governed by the laws of the State of Hawaii and applicable United States federal law without regard to conflicts of law principles.
Neither you nor Project Noosphere will be deemed to have any liability whatsoever to the other or to any third-party for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, pandemic, governmental regulatory action, whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the affected party gives prompt notice to the other party. Notwithstanding the foregoing, users are not excused from paying Project Noosphere all fees and monies owed when due under any circumstances.
The failure of a party to insist upon strict and prompt performance by the other party of the terms and conditions hereunder, and the acceptance of such performance by the other party thereafter, shall not constitute a waiver or relinquishment of the party’s right to insist upon strict performance in the event of a continuous or subsequent default by other party.
If any one or more of the provisions herein should be invalid, illegal or unenforceable in any respect, such provision(s) shall be severed to the extent of its invalidity, illegality, and enforceability, and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
This Agreement shall be binding upon and inure to the benefit of each party and their respective heirs, devisees, personal representatives, successors in trust, successors and permitted assigns.
This section shall survive termination of this Agreement.
Last Updated: March 18, 2020