These terms of service are entered into by and between you and Wheelhouse Growth Advisors LLC ("Knightley," "we," or "us"). The following terms and conditions (collectively, the "Terms"), govern your access to and use of the Knightley website at https://www.getknightley.com/ or any successor website (the "Website"), the Knightley mobile application ("App"), and all content, functionality, and services offered on or through the Website or App (taken together, our "Services"). Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein.
1. Acceptance of the Terms of Service
Please read these Terms carefully before you start to use our Services. By using our Services or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by the Terms. If you do not want to agree to the Terms, you must not access or use our Services.
Our Services are offered and available to users who are 18 years of age or older and reside in the United States. By using our Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use our Services.
Please carefully review Section 21 "Mandatory Arbitration and Class Action Waiver" set forth below as it will require you to resolve disputes with us on an individual basis through final and binding arbitration.
2. Changes to the Terms of Service
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of our Services thereafter. Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes. However, any dispute that arose before the changes shall be governed by the Terms that were in place when the dispute arose.
3. Accessing our Services and Account Security
We reserve the right to withdraw or modify our Services, and any service or material we provide through the Website or App, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of our Services are unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of our Services.
You are responsible for both:
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Making all arrangements necessary for you to have access to our Services.
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Ensuring that all persons who access our Services through your internet connection and devices are aware of these Terms and comply with them.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
4. Provided Information
You acknowledge that when you download, install, or use the Services, Knightley may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Services. All information you provide to register with our Services or that we collect through or in connection with the Services is subject to our Privacy Notice, and, by using the Services, you consent to all actions we take with respect to your information consistent with our Privacy Notice.
To access some of our Services, you may be asked to provide certain account registration details, contact information for your partner and/or other information about yourself or your partner. It is a condition of your use of our Services that all the information you provide to us is correct, current, and complete, and that you have all necessary authorizations and rights to provide such information. You represent and warrant that our use of any provided information will not violate any rights of a third party. You agree to obtain your partner's consent prior to providing your partner's personal information, including an email address, or any other information about your partner or any third party to or through the Services.
Any violation of this Section 4 shall be deemed unauthorized use of the Services and a material violation of these Terms. If we suspect or have actual knowledge that we have collected personal information about someone without legally-required consent, we reserve the right to promptly delete such information and suspend or terminate access to the Services in accordance with Section 8.
5. Intellectual Property Rights
The Services and their entire contents, features, and functionality (including but not limited to all information, suggestions, digital coaching content, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Knightley, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You do not acquire any ownership interest in our Services under the Terms, or any other rights thereto other than to use the Services subject to all terms, conditions, and restrictions under these Terms. Knightley and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to our Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.
6. Trademarks
The Knightley name and logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Knightley or its affiliates or licensors. You must not use such marks without the prior written permission of Knightley. All other names, logos, product and service names, designs, and slogans on our Services are the trademarks of their respective owners.
7. Services Use
These Terms permit you to use the Services for your personal, non-commercial use only and to download, install, and use the App on a single mobile device owned or otherwise controlled by you strictly in accordance with the App's documentation and these Terms. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:
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Your computer or device may temporarily store copies of such > materials incidental to your accessing and viewing those > materials.
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You may store files that are automatically cached by your Web > browser for display enhancement purposes.
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You may print or download one copy of a reasonable number of pages > of the Website for your own personal, non-commercial use and not > for further reproduction, publication, or distribution.
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If we provide social media features with certain content, you may > take such actions as are enabled by such features.
You must not:
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Modify copies of any materials from the Services.
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Delete or alter any copyright, trademark, or other proprietary > rights notices from copies of materials from the Services.
You must not access or use for any commercial purposes any part of the Services or any materials available through the Services.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Knightley. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
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In any way that violates any applicable federal, state, local, or > international law or regulation (including, without limitation, > any laws regarding the export of data or software to and from the > U.S. or other countries).
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To create an account in another person's name, create more than one > account, or use another person's account.
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For the purpose of exploiting, harming, or attempting to exploit or > harm minors in any way by exposing them to inappropriate content, > asking for personally identifiable information, or otherwise.
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To transmit, or procure the sending of, any advertising or > promotional material, including any "junk mail," "chain letter," > "spam," or any other similar solicitation.
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To impersonate or attempt to impersonate Knightley, a Knightley > employee, another user, or any other person or entity (including, > without limitation, by using email addresses associated with any > of the foregoing).
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To engage in any other conduct that restricts or inhibits anyone's > use or enjoyment of the Services, or which, as determined by us, > may harm Knightley or users of the Services, or expose them to > liability.
Additionally, you agree not to:
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Use the Services in any manner that could disable, overburden, > damage, or impair the Services or interfere with any other party's > use of the Services, including their ability to engage in real > time activities through the Services.
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Use any robot, spider, or other automatic device, process, or means > to access the Services for any purpose, including monitoring or > copying any of the material on the Services.
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Use any manual process to monitor or copy any of the material on the > Services, or for any other purpose not expressly authorized in > these Terms, without our prior written consent.
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Use any device, software, or routine that interferes with the proper > working of the Services.
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Introduce any viruses, Trojan horses, worms, logic bombs, or other > material that is malicious or technologically harmful.
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Attempt to decompile, reverse engineer, gain unauthorized access to, > interfere with, damage, or disrupt any parts of the Services, the > server on which the Services are stored, or any server, computer, > or database connected to the Services.
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Attack the Services via a denial-of-service attack or a distributed > denial-of-service attack.
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Otherwise attempt to interfere with the proper working of the > Services.
With respect to use of the App, you additionally agree not to:
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Copy, rent, lease, lend, sell, sublicense, assign, distribute, > publish, transfer, or otherwise make available the App, or any > features or functionality of the App, to any third party for > any reason, including by making the App available on a network > where it is capable of being accessed by more than one device > at any time.
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Frame, mirror, or otherwise incorporate the App or any portion > of the App as part of any other mobile application, website, > or service.
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Remove, disable, circumvent, or otherwise create or implement > any workaround to any copy protection, rights management, or > security features in or protecting the App.
8. Monitoring and Enforcement; Termination
We have the right to:
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Take appropriate legal action, including without limitation, > referral to law enforcement, for any illegal or unauthorized use > of our Services.
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Terminate or suspend your access to all or part of our Services for > any or no reason, including without limitation, any violation of > these Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Services. YOU WAIVE AND HOLD HARMLESS KNIGHTLEY AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is submitted to the Services and cannot ensure prompt removal of objectionable material after it has been submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Reliance on Information Provided
The information presented on or through our Services is made available solely for digital coaching and general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of their contents.
10. Third-Party Products and Services
The Services may provide links to or direct you to third-party websites or services, including through third-party advertising ("Third-Party Sites"). You acknowledge and agree that Knightley is not responsible for Third-Party Sites, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any Third-Party Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The Services may also enable you to use, access, or receive certain products and services that are provided or operated by a third party (such products and services, "Third-Party Products" and such third party, a "Third-Party Provider"). Even if Third-Party Products are offered or made available to you through our Services, the Third-Party Products are provided by Third-Party Providers, not by Knightley or its affiliates. The Third-Party Providers are not employed by Knightley or its affiliates. Accordingly, you acknowledge and agree that Knightley shall not be liable for any Third-Party Products, any acts or omissions of a Third-Party Provider or any loss or damage caused or alleged to be caused by any Third-Party Products. Third-Party Products are subject to change and cancellation by the relevant Third-Party Provider and may have restrictions and other terms imposed by the Third-Party Provider which will be made available for you to review. Your use, and if applicable, your application for and purchase of, Third-Party Products will also be subject to the terms and conditions of the relevant Third-Party Provider.
We provide links to Third-Party Sites for your convenience only, and we do not control or endorse Third-Party Sites or Third-Party Products. You acknowledge and agree that Knightley has not reviewed the content, advertising, products, services, or other materials that appear on such Third-Party Sites or Third-Party Products, and is not responsible for the legality, accuracy, or appropriateness of any such content, and 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 any such Third-Party Sites or Third-Party Products.
11. Sharing Information with Third Parties
To use, receive, or otherwise participate in some of the Services or Third-Party Products, you may need to provide certain information or content, such as credit card numbers, contact information and health information, to us or third parties. By using the Services, you agree that Knightley or its subcontractors may collect, store, and transfer such information and content, including information on your behalf, and at your sole request. More information is available in our Privacy Notice. You agree that your decision to make available any sensitive or confidential information to third parties is your sole responsibility and at your sole risk. Knightley has no control and makes no representations as to the use or disclosure of information provided to third parties. You agree that Third-Party Products are not under our control, and that we are not responsible for any third party's use of your information or content. With respect to Third-Party Products, you hereby consent to our transfer and disclosure of any information and content that you provide to us in connection with a Third-Party Product to the Third-Party Provider of the Third-Party Product.
12. No Health or Medical Advice
All digital coaching, suggestions and recommendations made available through our Services are provided for information and entertainment purposes only, and the Services are not intended to, and do not, constitute counseling, therapy or health, medical, or legal advice. Knightley is not a medical professional or provider of healthcare services, telehealth, mental health, or reproductive or sexual health services, and use of our Services is not a substitute for your own sound and reasonably prudent judgement or consultation with qualified health care providers. The Services are not an attempt to practice medicine or provide medical advice, nor does the use of the Services constitute the provision of treatment or establish a doctor-patient relationship.
You agree that you are responsible for your own health- and relationship-related decisions, and that Knightley is not responsible or liable for any decisions or actions you take or authorize third parties to take on your behalf based on information you receive from our Services. Persons using the Services assume full responsibility for the use of the Services, materials and other information provided, and agree that Knightley, and its representatives are not responsible or liable for any claim, loss, or damage arising from their use. Your reliance on the Services obtained or used by you is solely at your own risk except as provided by law.** **
Knightley does not collect, store or share medical or health information for purposes of providing such information to healthcare providers for treatment purposes. The Services are not designed, intended, or offered for the storage, processing, or maintenance of Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended. You agree not to submit, store, or process PHI through the Services and to use commercially reasonable efforts to prevent the transmission of PHI to the Services. If you become aware that PHI has been submitted to the Services, you agree to promptly notify us and cooperate in the removal or remediation of such information.
13. Use of AI Technology
Certain Services are facilitated or powered by third-party artificial intelligence technologies (collectively, "AI Technology"). For example, pre-drafted daily digital coaching suggestions are selected using AI Technology based on information provided to the Services. While we use commercially reasonable means to reduce errors and omissions arising from use of AI Technology, we make no warranties, express or implied, regarding the accuracy, reliability, absence of bias or non-infringement of our use of AI Technology and disclaim any liability for errors, actions or omissions taken by you based on any AI Technology. You are solely responsible for evaluating the appropriateness of any AI Technology output before acting on it. In addition, in certain jurisdictions, notice and/or consent may be required in the event AI Technology is used in connection with the processing of "personal information", "personal data" or otherwise. In the event that any consents or notices are required, you agree and acknowledge that you are solely responsible for obtaining or providing all required consents or notices with respect to your partner or other third parties. Information defined as "personal information" or the like under applicable state laws will not be used to train or improve the underlying AI Technology utilized by the Services and is processed solely for the purposes of providing and maintaining the functionality of the Services.
14. Use of Text Messages
If you elect to receive text messages, you expressly consent to receive text messages from Knightley related to your use of the Services until such consent is revoked. You understand that you do not have to sign up for this program in order to make any purchases, and your consent to this program is not a condition of any purchase with us. Your participation in this program is completely voluntary. You represent and warrant that you are the authorized user of the mobile number provided for the Services or have been granted permission by the authorized user of the number to enroll such phone number for the Services. By granting this express permission to us, you hereby consent to receive text messages from Knightley even though your number may be on the federal or a state's do-not-call list.
To stop receiving text messages, respond "STOP" to the text message. Upon a "STOP" request, we may respond with a confirmatory text message in return that will confirm receipt of your cancellation request as well as indicate that you will no longer receive text messages from us. Message and data rates charged by your wireless provider may apply. Even within a coverage area, factors beyond our control may interfere with message delivery. Knightley is not liable for delayed or undelivered messages.
15. Changes and Updates to our Services
We update the content on our Services from time to time, but such content is not necessarily complete, accurate, or up-to-date. Any of the material on our Services may be out of date at any given time, and we are under no obligation to update such material. We may from time to time in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features or functionality. You agree that Knightley has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to these Terms.
16. Geographic Restrictions
Our Services are provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of our Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access our Services from outside the United States, you are responsible for compliance with local laws.
17. Termination
Knightley may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate the Terms or your account (if you have one), you may notify us at [hello@getknightley.com] or delete your account through the account settings and, if applicable, delete the App from your device. Additionally, if you are the partner of a registered account user, you may access the Services through the link provided in emails from Knightley and may use such link to terminate your participation in the Services and request deletion of your data. Upon such request, we will promptly delete your health-related personal information as more fully set forth in the Privacy Notice and your partner's account will remain active without such data.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
18. Disclaimer of Warranties
YOUR USE OF OUR SERVICES OR ITEMS OBTAINED THROUGH OUR SERVICES IS AT YOUR OWN RISK. OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER KNIGHTLEY NOR ANY PERSON ASSOCIATED WITH KNIGHTLEY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER KNIGHTLEY NOR ANYONE ASSOCIATED WITH THE KNIGHTLEY REPRESENTS OR WARRANTS THAT OUR SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES OR THE INFORMATION TRANSMITTED TO OR FROM THEM OR STORED ON THEM WILL BE SECURE FROM UNAUTHORIZED ACCESS, OR THAT OUR SERVICES OR ITEMS OBTAINED THROUGH OUR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
APPLICATION OF OR RELIANCE ON ANY OF THE CONTENT, IDEAS, OR SUGGESTIONS ACCESSED THROUGH THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK. NO DIGITAL COACHING, SUGGESTIONS, OR INFORMATION OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
TO THE FULLEST EXTENT PROVIDED BY LAW, KNIGHTLEY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF KNIGHTLEY AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO KNIGHTLEY FOR OUR SERVICES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. Indemnification
You agree to defend, indemnify, and hold harmless Knightley, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of our Services, including, but not limited to, any claim by your partner or a third party that our use of information you provide to the Services violates the rights of such third party or your use of any information obtained from our Services.
21. Mandatory Arbitration and Class Action Waiver
In the event of a dispute, claim or controversy relating to these Terms ("Dispute"), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party ("Dispute Notice"). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in this Section 21. Any Dispute will be determined by a sole arbitrator in Denver, CO pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. Judgment on any award issued through the arbitration process may be entered in any court having jurisdiction. EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.
22. Governing Law; Venue
All matters relating to our Services and the Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction). Any legal suit, action, or proceeding that is not required to be resolved via arbitration pursuant to Section 21, shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in Denver, Colorado.
23. Waiver and Severability
No waiver by Knightley of any term or condition set out in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Knightley to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.
If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
24. Entire Agreement
The Terms constitute the sole and entire agreement between you and Knightley regarding our Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our Services.
25. Your Comments and Questions
If you have any questions about these Terms, please contact us at [hello@getknightley.com].