GLOBAL TERMS OF SERVICE (TOS)
I. Introduction and Eligibility
Children. No part of the General Assembly Service is directed to persons under the age of 17 (For users in France: No part of the General Assembly Service is directed to persons under the age of 18.)
Revisions to Terms. We reserve the right, in our sole discretion, to revise these Terms at any time, in whole or in part and changes to these Terms will be effective when posted. We will alert you about any changes by updating the “Last updated” date of these Terms and you waive any right to receive direct notice of any such change. It is your responsibility to periodically review these Terms to stay informed of any updates. Your continued use of the General Assembly Service, or any part thereof after any changes to these Terms are posted constitutes your binding acceptance of these Terms. If you object to any changes to these Terms, your sole recourse will be to stop using the General Assembly Service. The terms “post” “posted” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the General Assembly Service.
II. The General Assembly Service
The “General Assembly Service” means the website located at www.generalassemb.ly and any associated software, applications, and Internet services under General Assembly’s control, whether partial or otherwise, used in connection with providing the services provided by General Assembly. The General Assembly Service provides an online platform to enable you to view information online and through other connected devices about classes, courses, workshops, and other education programs and events offered by General Assembly (collectively, “Courses”). These Courses are at the intersection of technology, design, and entrepreneurship and may be made available for free or for a fee, in General Assembly’s sole discretion. Together with our thought leaders, and seasoned practitioners (collectively “Instructors”), General Assembly offers a robust curriculum focused on entrepreneurship and practices by which design and technology can be leveraged to create industry-changing products and successful companies. The General Assembly Service will also permit the community of users of the General Assembly Service to engage in discussions and communications with one another and with the Instructors. You may sign up for a Course using the General Assembly Service. We cannot promise the availability of the Course.
Cancellation and No Show Policies. We determine the rescheduling and cancellation policies and apply them at our discretion. You should contact us directly, not Instructors, for any rescheduling or cancellation questions. General Assembly’s Cancellation terms are available in the Student Enrollment Agreement, Participation Agreement and Master Services Agreement, as applicable.
Chat Room Service and Blog Post. You may be able to engage in online chat sessions with other users of the General Assembly Service, including Instructors, as well as post comments on blog posts. You should exercise caution, good sense, and sound judgment when submitting messages or information to be posted in a chat room or on a blog. You are responsible for any comments or materials you post in a chat room or on a blog, and you assume all liability arising out of a post. We discourage the posting of sensitive or personal information in comments or posts and we are not responsible for the use of your personal information that you publicly post by any third parties. General Assembly makes no representations and warranties with respect to the confidentiality of any posts you make through the General Assembly Service.
Information You Provide to Instructors. Your Instructors may ask you for information, including personal information, such as your email address, to help facilitate the provision of the Course. Instructors are required to use this information only to communicate about Course materials in a professional manner. We use third-party services to help us provide the General Assembly Service, but such use does not indicate that we endorse them and you agree we are not responsible or liable for their actions.
Third-Party Services. The General Assembly Service may contain links to other websites (“Third-Party Websites”) as well as text,information, graphics, video, sound, software, applications, or other content belonging to or originating from third parties (“Third-Party Content”) to facilitate its provision of services to you. If you use these links, you will leave the General Assembly Service. Some of these Third-Party Websites may use General Assembly Content (defined below) under license from General Assembly. General Assembly is not responsible for these Third-Party Websites, whether or not General Assembly is affiliated with such Third-Party Websites. General Assembly’s use of or linking to Third-Party Websites and/or Third-Party Content, does not imply approval or endorsement thereof by General Assembly. If you decide to access Third-Party Websites or Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You are responsible for reviewing the applicable terms and policies of any Third-Party Website or other site to which you navigate away from the General Assembly Service to use or install Third-Party Content. You agree that General Assembly is not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a Third-Party Website or as a result of the presence of any third-party advertising on the General Assembly Service and agree to hold General Assembly harmless from any losses or harm you sustain in any way from any Third-Party Websites or Third-Party Content.
III. Financial Matters
Courses. General Assembly may charge you fees to attend a Course. The amount of any fees may be revised by General Assembly from time to time and vary from region to region, and topic to topic.
You Agree To Pay Us For Your Purchases. You agree to pay for all products and services that you purchase through the General Assembly Service, and you agree that we may charge your selected payment method, either directly or through the services of a third-party payment processor, for any such payments. Only those payment methods accepted by our third-party payment processor can be used to purchase products, goods, or services through the General Assembly Service.
Third-Party Payment Processors. General Assembly currently uses secure third-party payment processors for electronic commerce. Our third-party payment processors accept payments through methods detailed on the applicable payment screen, which may include various credit cards and PayPal. Such payment methods are subject to change. Information that you supply to our payment processors is not stored by us or within our control, and is subject to each of our third-party payment processors’ own privacy policies and terms and conditions. Third-party payment processors may charge a fee to process payments and General Assembly is not responsible for any fees charged by them. Except as otherwise limited by applicable law, General Assembly disclaims all liability with regard to any fees or problems you have with third-party payment processors
Availability of Certain Forms of Payment. General Assembly makes no representations and warranties about the continued availability of any particular form of payment method made available for use with the General Assembly Service.
Pre-Authorization. When you provide a credit card number to us to activate and/or pay for any fees related to General Assembly, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.
Timing of Charges. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together.
Disputed Charges. You agree to submit any disputes regarding any charge to your account in writing to General Assembly within thirty (30) days of such charge, or your dispute is waived and such charge will be final and not subject to challenge. You may dispute a charge by sending an email to us at firstname.lastname@example.org.
Refunds. Our policy for providing refunds for any purchases you make, is set forth in the Refund Policy located in the course catalog for your region. All course catalogs can be found here. General Assembly may modify its refund policies at any time with or without specific notice to you; provided, however, that the refund policy in effect at the time of any transaction shall apply to such purchase despite any subsequent change in such policy. Please contact email@example.com to request a refund.
Taxes. “Taxes” include sales, use, value added, or transaction taxes and other government-imposed fees and charges. You are responsible for paying the appropriate taxes resulting from a transaction occurring through the General Assembly Service. General Assembly is not responsible for collecting, reporting, paying, or remitting to you any such taxes, unless required by law.
Currency. We accept a variety of international currencies, depending on where you are located. The currency required for settling transactions with us will be displayed when you check out. Your transaction may be subject to applicable currency conversion-related transaction fees and exchange rate changes.
IV. Account Creation and Use by an Agent
You agree that if you create an account and use the General Assembly Service on behalf of a business entity (e.g., corporation), you have the necessary legal authority and capacity to do so as an authorized agent of the business entity. You agree that you have the authority to bind the business entity in legal agreements and contracts.
V. Your Account
To use some parts of the General Assembly Service, you must create an account. You represent and warrant that the information you provide to General Assembly upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Your Log-In Credentials. You are responsible for maintaining the confidentiality of your login credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately if you believe the confidentiality of your login credentials has been compromised or if you suspect unauthorized use of your account. General Assembly will not be liable for any loss or damage arising from unauthorized use of your credentials.
General. If you have registered to use the General Assembly Service or are registered for a Course, you agree that we may use your information to send you electronic messaging (e.g., email, text messaging, etc.) or other wireless devices multimedia messaging services (“MMS”) or short message services (“SMS”) communications to perform our services, to inform you of news, events and other information relevant to us or other transactional purposes. Messages and data rates may apply for any SMS, MMS, and other electronic communication. For example, you may be charged a fee by your wireless carrier to send and receive messages based on the terms of your wireless device service plan. We are not responsible for any wireless e-mail or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number or e-mail address. Check with your wireless device service provider if you have questions about your service plan.
Text Messaging. You may opt into our text messaging programs. Signing up to receive text messages is not a condition of obtaining General Assembly’s services. Message content may not be available on all carriers. To stop receiving text messages from General Assembly, reply STOP to the applicable text message that you receive. Your phone number will then be removed as a recipient of such text messages. You acknowledge and agree to accept a final text message confirming your opt-out choice, if one is delivered by General Assembly. Please allow up to thirty (30) days to process any opt-out request.
Electronic Notices. By using the General Assembly Service or providing any personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the General Assembly Service. If we learn of a security breach relating to your personal information that is required to be reported pursuant to applicable security breach notification laws, we may attempt to notify you electronically by posting a notice on the General Assembly Service or by sending an email to you.
VII. Intellectual Property Rights
The contents of the General Assembly Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other General Assembly content (collectively, “General Assembly Content” ). All General Assembly Content and the compilation (meaning the collection, arrangement, and assembly) of all General Assembly Content are the property of General Assembly or its licensors and are protected under copyright, trademark, and other laws.
License to You. Subject to these Terms, we hereby grant you the limited, revocable, non-exclusive, non-transferable, non-assignable, worldwide license to access and use the General Assembly Service and the General Assembly Content solely for the use of General Assembly’s Service, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the General Assembly Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original General Assembly Content on any copy you make of the General Assembly Content in accordance with these Terms. No General Assembly Content or other material made available on or through the General Assembly Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used to create derivative works, in any way without written permission of the copyright owner unless such content is specifically made available for and authorized to be downloaded from the General Assembly Service, in which case you are authorized to download a single copy of such materials for your own use. For example, certain Course materials may be made available as unprotected PDF files that can be downloaded by registered Course participants and/or other users of the General Assembly Service. Materials not made available for download may not be downloaded or copied without prior written permission. Modification of materials obtained from the General Assembly Service, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of General Assembly or its licensors, unless you have obtained express written authorization to the contrary.
No Commercial Use. No materials obtained from the General Assembly Service, even if authorized for download from the General Assembly Service, may be redistributed, nor may they be used for any commercial purpose, without General Assembly’s prior written permission.
Additional Licenses. Certain materials made available for download from or through the General Assembly Service may be subject to additional or different license terms and conditions, such as terms and conditions set forth in a Creative Commons license. Any such terms and conditions shall be identified in advance for such materials, and by downloading any materials governed by any other license terms and conditions, you hereby agree to be bound by and comply with such terms and conditions.
No Implied Rights. There are no implied licenses granted in these Terms.
General Assembly and Affiliate Marks. General Assembly, the General Assembly logo, and other General Assembly logos and product and service names and the same of any General Assembly affiliate (including its parent and subsidiary companies), are or may be trademarks of General Assembly (the “General Assembly Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the General Assembly Marks.
VIII. Your User Content and Our License to Use
Your User Content. Your use of the General Assembly Service may provide you with the ability to create, post, or share content, including messages in chat rooms or comments on blog posts, classroom and/or campus appearances (visual and/or audio) in photographs, film, video or other images, or, sound recordings of your voice as such may be embodied in any photos, video recordings, audiotapes, or digital images, testimonials (written or oral), as well as Student Work (“Your User Content”). You or a third-party licensor, as appropriate, retain all intellectual property rights to Your User Content. You are responsible for protecting those rights.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, through use of the General Assembly Service, any right, title, or interest (including intellectual property rights) in content delivered via the General Assembly Service.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the General Assembly Service or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of Your User Content on or through the General Assembly Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Your User Content on the General Assembly Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of posting Your User Content on the General Assembly Service. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary. The General Assembly Service contains content from users and other General Assembly licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the General Assembly Service.
IX. Copyright Policy
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the General Assembly Service infringe your copyright, you (or your agent) may send General Assembly a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the General Assembly Service are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow General Assembly to locate the material on the General Assembly Service;
- Your name, address, telephone number, and email address (if available);
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- 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.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send General Assembly a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the General Assembly Service should be sent to firstname.lastname@example.org. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
X. Suggestions and Submissions
We appreciate hearing from our users and welcome your comments regarding the General Assembly Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials ( “creative ideas” ), we shall:
- Own, exclusively, all now known or later discovered rights to the creative ideas;
- Not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
- Be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
XI. User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the truthfulness, accuracy, or reliability of content posted by users of the General Assembly Service. You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.
You expressly acknowledge and agree that you are solely responsible for Your User Content on the General Assembly Service. General Assembly does not endorse, nor is it responsible for, Your User Content on the General Assembly Service. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability, and you agree that you are solely responsible for any consequences that may arise from the posting of Your User Content through the General Assembly Service. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
You agree to use the General Assembly Service only for its intended purpose. You must use the General Assembly Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the General Assembly Service are prohibited. You may not:
- Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the General Assembly Service, user accounts, or the technology and equipment supporting the General Assembly Service;
- Frame or link to the General Assembly Service without permission;
- Use data mining, robots, or other data gathering devices on or through the General Assembly Service;
- Post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
- Disclose personal information about another person or post any content that is unlawful, pornographic, obscene, defamatory, libelous, threatening, discriminatory, harassing, bullying, vulgar, indecent, profane, hateful, racially, culturally or ethnically offensive, or that encourages criminal conduct or that gives rise, or potentially gives rise to civil or criminal liability or that violates any applicable law;
- Sell, transfer, or assign any of your rights to use the General Assembly Service to a third party without our express written consent;
- Post advertising or marketing links or content, except as specifically allowed by these Terms;
- Use the General Assembly Service after your account has been terminated, without our consent;
- Use the General Assembly Service in an illegal way or to commit an illegal act in relation to the General Assembly Service or that otherwise results in fines, penalties, and other liability to General Assembly or others; or
- Access the General Assembly Service from a jurisdiction where it is illegal or unauthorized.
XII. Consequences of Violating These Terms
We reserve the right to suspend or terminate your account and prevent access to the General Assembly Service for any reason, without notice to you, at our discretion. We reserve the right to refuse to provide the General Assembly Service to you in the future. General Assembly may review and remove any of Your User Content at any time for any reason, including for any activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the General Assembly Service. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the General Assembly Service.
XIII. General Assembly's Liability
Changes to the General Assembly Service. We may change, suspend, or discontinue any aspect of the General Assembly Service at any time, in our sole discretion, including hours of operation or availability of the General Assembly Service or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the General Assembly Service. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release General Assembly of all claims, demands, and damages in disputes among users of the General Assembly Service. You also agree not to involve us in such disputes. Use caution and common sense when using the General Assembly Service.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the General Assembly Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the General Assembly Service. Use the General Assembly Service at your own risk. Third-Party Websites. The General Assembly Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
We make no promises and disclaim all liability of specific results from the use of the General Assembly Service.
A. DISCLAIMER OF WARRANTIES
Released Parties Defined. “Released Parties” include General Assembly and its affiliates (including its parent and subsidiary companies), officers, employees, agents, service providers, partners, Instructors, and licensors.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE GENERAL ASSEMBLY SERVICE IS AT YOUR SOLE RISK, AND THE GENERAL ASSEMBLY SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE GENERAL ASSEMBLY SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE GENERAL ASSEMBLY SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE GENERAL ASSEMBLY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GENERAL ASSEMBLY SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE GENERAL ASSEMBLY SERVICE WILL MEET YOUR EXPECTATIONS, (iv) ANY ERRORS IN THE GENERAL ASSEMBLY SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GENERAL ASSEMBLY SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GENERAL ASSEMBLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE GENERAL ASSEMBLY SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE GENERAL ASSEMBLY SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE GENERAL ASSEMBLY SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE GENERAL ASSEMBLY SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE GENERAL ASSEMBLY SERVICE OR YOUR USE OF GENERAL ASSEMBLY CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
Indemnification. You agree to defend, indemnify, and hold harmless the Released Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, fees, actions, or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any General Assembly Content, (iii) any of Your User Content, (iv) your violation of any person’s intellectual property, privacy, publicity or other right, (v) the violation of any applicable laws and/or these Terms by you and/or anyone using your login credentials to access and otherwise use the General Assembly Service (in whole or in part), (vi) the breach of any of your warranties, representations, responsibilities or other obligations set forth in these Terms, or (vii) the willful misconduct of you or anyone accessing the General Assembly Service using your login credentials. We shall provide notice to you promptly of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of your use of the General Assembly Service.
XIV. General Terms
These Terms together with any other agreement you sign with the General Assembly in connection with your use of the General Assembly Service, constitute the entire agreement between you and General Assembly concerning your use of the General Assembly Service. General Assembly’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
XV. Dispute Resolution; Arbitration, Class Waiver, and Waiver of Jury Trial
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from, or regarding your use of the General Assembly Service, your relationship with General Assembly or these Terms, (a “Dispute”), you agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating any out of court settlement ( such as mediation or arbitration) or court proceeding (except as may be set forth in Section XVI). Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to General Assembly. General Assembly’s address for such notice is 915 Broadway, 3rd Fl, New York, NY 10010, with attention to Legal.
IF YOU ARE A USER IN THE U.S. OR CANADA, IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE U.S. AND CANADA JURISDICTION-SPECIFIC SECTIONS FOR MORE DETAILS).
XVI. Jurisdiction-Specific Dispute Resolution, Arbitration, and Governing Law Provisions
To the extent that there are any discrepancies or inconsistencies between the Terms and the following jurisdiction-specific provisions, the jurisdiction-specific provisions shall prevail, govern and control for users in those jurisdictions.
A. Residents of the United States of America
1. Dispute Resolution - Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND GENERAL ASSEMBLY CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND GENERAL ASSEMBLY TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND GENERAL ASSEMBLY MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with General Assembly.
To the fullest extent permitted by applicable law, you and General Assembly agree to arbitrate any and all disputes and claims (“collectively, “Claim” or “Claims”) relating to, arising from or regarding your use of the General Assembly Service, your relationship with General Assembly, or this Agreement (including previous versions), including Claims against General Assembly’s affiliates (including its parent and subsidiary companies).
To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by General Assembly; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by General Assembly and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and General Assembly agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND GENERAL ASSEMBLY ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and General Assembly agree that any arbitration will be limited to the Claim between General Assembly (and/or, if applicable, its affiliates (including its parent and subsidiary companies) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND GENERAL ASSEMBLY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and General Assembly otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
(c) Representative PAGA Waiver
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and General Assembly agree not to bring a representative action on behalf of others under the California Private Attorneys General Act ( “PAGA” ), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and General Assembly agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver” ).
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
(d) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org, or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and General Assembly agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.
As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:
(i) If General Assembly initiates arbitration under this Arbitration Agreement, General Assembly will pay all AAA filing and arbitration fees.
(ii) If a you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, General Assembly will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(iii) If you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, General Assembly shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the General Assembly Service was used, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.
(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.
Unless you and General Assembly agree otherwise, any arbitration hearings will take place in the county in which you used the General Assembly Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.
(e) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:
- Claims for workers’ compensation, disability insurance and unemployment insurance benefits;
- Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
- Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
- Representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 19(d) is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; and
- Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
2. Governing Law
Except as expressly provided otherwise, these Terms and your use of the General Assembly Service will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret these Terms and is not intended to create any substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.
B. Residents of Canada.
1. Dispute Resolution – Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND GENERAL ASSEMBLY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND GENERAL ASSEMBLY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
(a) Agreement to Binding Arbitration
Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute” ), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules, a current copy of which are available here (the “ ADR Rules ”). In accepting these Terms of Service, you acknowledge receipt of and a reasonable opportunity to review the ADR Rules. Under the ADR Rules, there is a fee associated with filing for arbitration in respect of a Dispute; applicable filing fees will be as set out in the ADR Rules. By way of example, as of August 2020, the filing fee under the ADR Rules is $350 + taxes (for Disputes involving between $0-$10,000); and $600 + taxes (for Disputes involving between $10,000-$75,000).
If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, you shall not commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.
The seat of the arbitration shall be the same as the province in which you used the General Assembly Service and the applicable arbitration legislation in the seat shall apply to the Dispute. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.
All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however, it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts. The arbitration be conducted in English, except in Quebec, where the arbitration shall be conducted in either English or French at your election.
A party to this Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.
Notwithstanding anything to the contrary in this Section, nothing in this Section prevents you from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board, (cumulatively, “administrative agencies”) if the terms of applicable legislation entitles you to do so and precludes exclusive pre-dispute recourse to arbitration. For the avoidance of any doubt, administrative agencies do not include provincial or federal courts.
2. Governing Law
Except as expressly provided otherwise, these Terms and your use of the General Assembly Service will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret these Terms and is not intended to create any substantive right to non-residents of Ontario to assert claims under Ontario law whether by statute, common law, or otherwise.
C. Residents of the United Kingdom.
1. Governing Law
These Terms and your use of the General Assembly Service shall be governed by the laws of England and Wales. The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to negotiate', the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary. Nothing in this clause shall be construed as prohibiting a party or its affiliate from bringing legal proceedings regarding this Agreement or any subject related to the General Assembly Service before a competent court in England and Wales.
D. Residents of France.
1. Governing Law and Jurisdiction
These Terms and your use of the General Assembly Service shall be governed by French law. If you have a Dispute that is not resolved pursuant to the provisions of Section XV, you may use any alternative dispute resolution method, such as mediation (by applying for a mediator via https://economie.gouv.fr/mediation-conso/ and/or by accessing the European online dispute resolution at the following address: https://ec.europa.eu/consumers/odr/ , for assistance in reaching an amicable resolution independently and impartially. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding this Agreement or any subject related to the General Assembly Service before a competent French court.
E. Residents of Singapore.
1. Governing Law
These Terms and your use of the General Assembly Service shall be governed in accordance with the laws of Singapore, and any dispute regarding this Agreement or the use of the General Assembly Service will only be dealt with by the courts of Singapore. Nothing shall prevent General Assembly from bringing proceedings to protect our intellectual property rights before any competent court.
F. Residents of Australia.
1. Governing Law
These Terms and your use of the General Assembly Service shall be governed in accordance with the laws of New South Wales, Australia, and any dispute regarding this Agreement or the use of the General Assembly Service will only be dealt with by the courts of New South Wales, Australia. The parties waive any objections to proceedings in such courts on the ground of venue or inconvenient forum.
G. Residents of the Kingdom of Saudi Arabia.
1. Governing Law
These Terms and your use of the General Assembly Service shall be governed in accordance with Shari’a law, and any dispute regarding this Agreement or the use of the General Assembly Service will only be dealt with by the courts of Saudi Arabia. Nothing shall prevent General Assembly from bringing proceedings to protect our intellectual property rights before any competent court.
General Assembly Space, Inc.
915 Broadway, 3rd Floor
New York, N.Y., 10010
EFFECTIVE DATE: March 14, 2023
LAST UPDATED: March 14, 2023