CHEERS – TERMS AND CONDITIONS OF USE

Last Updated on May 10, 2020

Thanks for using CHEERS.

Please read these terms carefully. By using ConSol Home Energy Efficiency Rating Service, Inc. or signing up for an account, you’re agreeing to these terms, which will result in a legal agreement between you and ConSol Home Energy Efficiency Rating Service, Inc. These Terms and Conditions of Use (hereafter these “Terms of Use” or this “Agreement” ) from ConSol Home Energy Efficiency Rating Service, Inc. a California corporation ( ConSol Home Energy Efficiency Rating Service, Inc. and its subsidiaries are hereinafter referred to as “CHEERS”, “we,”, “us,” and “our) govern all users who access or otherwise use CHEERS’ products or services, including without limitation those offered through CHEERS’ websites and mobile applications (collectively, the “Service” or “CHEERS Service”) or who otherwise hold any Account (as such term is defined herein) with CHEERS’ (all such users are hereinafter referred to “user”, you” or “your”).

THESE TERMS OF USE ARE EFFECTIVE IMMEDIATELY FOR ALL USERS ACCESSING OR OTHERWISE USING IN ANY WAY ANY CHEERS SERVICE OR WHO OTHERWISE HAVE A REGISTERED ACCOUNT ON OR AFTER JANUARY 1, 2020. FOR CLARITY, THESE TERMS OF USE WILL APPLY TO AND BECOME EFFECTIVE AS OF JANUARY 1, 2020 FOR ALL USERS WHO CONTINUE TO USE ANY PRE-EXISTING ACCOUNTS AS OF AND AFTER SAID DATE.

BY CONTINUING TO USE THIS SITE, YOU HEREBY AGREE TO BE BOUND BY ALL OF THE PROVISIONS, TERMS, AND CONDITIONS SET FORTH IN THESE TERMS OF USE, AND ACKNOWLEDGE AND AGREE THAT THESE TERMS OF USE ARE A LEGALLY BINDING CONTRACT. NO CHANGES (ADDITIONS OR DELETIONS) TO THESE TERMS OF USE WILL BE ACCEPTED BY CHEERS. IF YOU DO NOT AGREE TO ALL THE PROVISIONS, TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF USE, YOU SHOULD NOT ACCESS OR OTHERWISE USE ANY CHEERS SERVICE OR REGISTER AN ACCOUNT. THIS IS A LEGALLY BINDING CONTRACT AND YOU SHOULD DOWNLOAD AND PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

  1. DEFINITIONS
    • Parties. The parties to this Agreement are CHEERS and each user (as such terms are defined above).
    • Content. “Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as project information, installation information, inspection information, photos, videos, comments , and any other information that you provide to the CHEERS website. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. “CHEERS Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than CHEERS or its users, which is made available in connection with the Service. “Service Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, CHEERS Content, and Third Party Content.
    • Accounts. “Account” means the user account you use to access the Service.

  2. CHANGES TO THESE TERMS OF USE
    We may modify these Terms of Use from time to time. You understand and agree that your access to or use of the Service is governed by these Terms of Use effective at the time of your access to or use of the Service. If we make material changes to these Terms of Use, we will notify you by any one of the following methods (at CHEERS’s discretion: (i) by email; (ii) by posting notice on the Service; (iii) by other method prior to the effective date of the changes; and/ or (iv) by indicating at the top of document the effective new date that such changes were last made. You should revisit these Terms of Use on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Service after the effective date of changes to these Terms of Use represents your acceptance of such changes.

  3. USING THE SERVICE
    • Eligibility. To access or use the Service, you must have the requisite power and authority to enter into this Agreement. You may not access or use the Service if we have previously banned you from the Service or closed your Account.
    • Permission to Use the Service. We grant you permission to use the Service subject to these Terms of Use. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
    • Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
    • Accounts. You must create an Account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason.
      Your Account is for your use only, and you may not create or use an Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Account to another person without CHEERS’s prior approval.
    • Communications from CHEERS and Others. By accessing or using the Service, you consent to receive communications from other users and CHEERS through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote CHEERS or businesses listed on CHEERS, and may be initiated by CHEERS, businesses listed on CHEERS, or other users. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications, including phone calls, with CHEERS may be monitored and recorded for quality purposes.
    • Special Requirements for HERS Raters. All users of the Service who are HERS Raters shall:
      • Comply with all CHEERS performance and quality assurance procedures as may be amended from time-to-time by CHEERS.
      • Comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, those specified in Section 1673(b) of the California Code Of Regulations, Title 20, “Regulations” as hereinafter defined.
      • Provide true, accurate and complete data collection, analysis, ratings, and field verification and diagnostic testing.
      • Not accept payment or consideration in exchange for reporting data gathered for a rating, analytical results used for a rating, or a rating result that was not in fact conducted and reported in compliance with the Regulations.
      • Comply with the conflict of interest requirements specified in Section 1673(j) of the Regulations.
      • Personally complete all required field verification and diagnostic testing.
      • Transmit all relevant data to CHEERS within forty-eight hours of competing the field verification and diagnostic testing.
      • Be responsible for all data transmitted to CHEERS,
      • Keep as confidential all ratings, field verifications and diagnostic testing results and all information gathered from rating customers except for transmission to CHEERS.
      • Notify CHEERS within five business days of severing or changing your employment status with your existing company as listed in CHEERS.
      • Not rate or perform a field verification or diagnostic test on any home in which the you have a financial interest in.

  4. CONTENT
    • Responsibility for Your Content. You are solely responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by CHEERS.
      You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, violates or advocates the violation of any law or regulation; or violates these Terms of Use.
    • Content Guidelines. CHEERS allows users to contribute different kinds of content, including project and community information, compliance, installation, testing and verification information, comments, photos, videos, and more. You must comply with the following content guidelines (“Content Guidelines”) for specific types of content that you might contribute to the site.
      • Project and community information – You must provide accurate and complete project information such as address, name, permit number, owner information, superintendent information, dwelling and unit count
      • Compliance, installation, verification and testing information – You must provide true, accurate and complete data collection, compliance analysis, installation information and field verification and diagnostic testing information when and where relevant.
      • Conflicts of interest – Your contributions must be unbiased and objective. For example, you should not provide testing and verification data for a project you have a financial interest in.
      • Inappropriate content – Do not provide content that includes threats, harassment, lewdness, hate speech, and other displays of bigotry.
      • Relevance – Make sure your contributions are relevant and appropriate to the forum. For example, a project’s activity wall is not a place to comment on political ideologies, social issue perspectives, extraordinary circumstances, or other matters that do not immediate relate to the specific project.
      • Privacy – Do not publicize other people’s private information. Please do not post close-up photos or videos of other users without their permission.
      • Intellectual property – Do not steal content from other sites or users and post it on CHEERS.
    • Our Right to Use Your Content. We may use Your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Finally, you irrevocably waive, and cause to be waived, against CHEERS and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
    • Ownership. We own the CHEERS Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, and arrangement of User Content and other Service Content), computer code, products, software, and all other elements and components of the Service. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the CHEERS Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws (“CHEERS IP Rights”). As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the CHEERS Content or CHEERS IP Rights in whole or in part except as expressly authorized by us in these Terms of Use . Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service, the CHEERS Content and CHEERS IP Rights are solely retained and exclusively owned by CHEERS.
    • Advertising. CHEERS and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
    • Other. User Content (including any that may have been created by users employed or contracted by CHEERS) does not necessarily reflect the opinion of CHEERS. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove information if we believe it violates our Guidelines. Except as described in CHEERS’s Privacy Policy or otherwise required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content.

  5. FEES AND PAYMENT
    The prices, features, and options of CHEERS products and services depend on project type, project quantity, and potentially any specific agreements with individual users. CHEERS does not represent or warrant that a product or service will be offered indefinitely and reserves the right to change the prices for or alter the features and options without prior notice.
    • Fees. CHEERS users pay all fees in accordance with the Fee Schedule listed at www.cheers.org.
    • Payment. Fees are to be paid in advance. Via credit card, you will fund your CHEERS account balance prior use and drawn down on this balance as you use our Services. At its sole discretion, CHEERS reserves the right to:
      • Allow you to accrue a dollar balance for CHEERS services, which is then automatically paid by the user’s credit card on file once the dollar amount reaches a threshold, or a calendar event occurs (end of month).
      • Invoice you in advance, at the time of service, or on a monthly schedule. If invoiced by CHEERS, fees are due net 30 days from the invoice date
      • You are responsible for providing complete and accurate billing and contact information to CHEERS and notifying CHEERS of any changes to such information.
    • Late Fees & Collection Costs. If CHEERS does not receive payment from your payment method, you agree to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by CHEERS to collect any amount that is not paid when due. CHEERS may accept payment in any amount without prejudice to CHEERS’s right to recover the balance of the amount due or to pursue any other right or remedy.
    • Suspension of Service. If any service or invoice balance owed by you is overdue, CHEERS may, without limiting its other rights and remedies, suspend your Services until such amounts are paid in full.

  6. REPRESENTATIONS AND WARRANTIES
    CHEERS is under no obligation to enforce the Terms of Use on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms of Use, we reserve the right to investigate and take appropriate action at our sole discretion. You understand and agree that CHEERS may deactivate any user account we determine has violated the Terms of Use without prior notice.
    • You represent and warrant that:
      • You have read and understood our Content Guidelines;
      • You have read and understood our Privacy Policy. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America; and
    • You also represent, warrant and covenant that you will not, and will not assist, encourage, or enable others to use the Service to:
      • Violate our Terms of Use, including the Content Guidelines;
      • Misrepresent your identity by providing false information or impersonating someone other than yourself;
      • Post any fake or defamatory content, or compensate someone or be compensated to provide fake or false content;
      • Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
      • Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results.
      • Violate any applicable law;
      • Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content, except as expressly authorized by CHEERS;
      • Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Service Content;
      • Reverse engineer any portion of the Service;
      • Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
      • Record, process, or mine information about users;
      • Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of Service data;
      • Reformat or frame any portion of the Service;
      • Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on CHEERS’s technology infrastructure or otherwise make excessive traffic demands of the Service;
      • Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
      • Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
      • Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
      • Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or
      • Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.

  7. SUGGESTIONS AND IMPROVEMENTS
    By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against CHEERS and its users any claims and assertions of any moral rights contained in such Feedback.

  8. THIRD PARTY CONTENT AND SERVICES
    The Service may host Third Party Content, or include links to other websites or applications (each, a “Third Party Service”). We do not control or endorse any Third Party Content or Third Party Service. You agree that CHEERS is not responsible for the availability, accuracy, or content of any such Third Party Content or Third Party Service. Your use of and reliance on any Third Party Content or Third Party Service is at your own risk.
    Some of the services made available through the Service and Third Party Services may be subject to additional third party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies, including without limitation the ones posted here. It is your responsibility to familiarize yourself with any such applicable third party terms.

  9. INDEMNITY
    You hereby agree to indemnify, defend, and hold harmless CHEERS, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “CHEERS Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Service or your use of any Certificate of Compliance, summary report, or other document that may be generated by using the Service and/or CHEERS’s registration platform (the “Compliance Document”), including without limitation providing (either by yourself or through parties assisting you) any inaccurate or incomplete information or data during your use or access to the foregoing, (ii) your violation of these Terms of Use, (iii) your breach of your representations, warranties or covenants provided under these Terms of Use, (iv) your contribution, recording or posting of falsified, fabricated, inaccurate or otherwise untrue information to the Service or for use with any Compliance Document, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing or provision thereof to end users, or (vi) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity, including without limitation any of the CHEERS IP Rights (as such term is defined above). CHEERS reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of CHEERS. CHEERS will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
  10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
    PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE CHEERS ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS OF USE, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS OF USE.
    • THE SERVICE AND SERVICE CONTENT, AS WELL AS EACH COMPLIANCE DOCUMENT, ARE PROVIDED OR MADE AVAILABLE TO YOU (OR ON YOUR BEHALF) ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE CHEERS ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE, SERVICE CONTENT AND ANY COMPLIANCE DOCUMENT IS AT YOUR OWN DISCRETION AND RISK. THE CHEERS ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SERVICE CONTENT OR ANY COMPLIANCE DOCUMENT. ACCORDINGLY, THE CHEERS ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE CONTENT PROVIDED BY CHEERS USERS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE OR IN ANY COMPLIANCE DOCUMENT.
    • WITHOUT LIMITING THE FOREGOING IN ANY WAY AND FOR PURPOSES OF CLARITY, YOU UNDERSTAND THAT CERTIFICATES OF COMPLIANCE RELY SOLELY ON INFORMATION THAT HAVE BEEN UPLOADED TO THE CHEERS REGISTRATION PLATFORM BY THIRD PARTIES THAT ARE NOT AFFILIATED OR RELATED TO CHEERS . THEREFORE, YOU AGREE THAT: (I) THE CHEERS ENTITIES ARE NOT RESPONSIBLE FOR, AND CANNOT GUARANTEE, THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY COMPLIANCE DOCUMENT; AND (II) THE CHEERS ENTITIES ARE NOT LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY CONTENT OR INFORMATION CONTAINED IN, OR ANY INACCURACY OR INCOMPLETENESS OF, ANY COMPLIANCE DOCUMENT.
    • THE CHEERS ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE SERVICE’S USERS. ACCORDINGLY, THE CHEERS ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
    • YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, ANY COMPLIANCE DOCUMENT, ANY RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
    • THE CHEERS ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE,ANY SERVICE CONTENT, ANY COMPLIANCE DOCUMENT, THIS AGREEMENT, OR ANY OTHER USE OF YOUR ACCOUNT IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE CHEERS ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

  11. CHOICE OF LAW AND VENUE
    • California law will govern these Terms of Use, as well as any claim, cause of action or dispute that might arise between you and CHEERS (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SACRAMENTO COUNTY, CALIFORNIA.
    • You agree that any subpoena, third-party discovery request, or other third-party process directed to CHEERS must issue from, or be domesticated by, the state or federal courts located within Sacramento County, California and you agree to submit to the personal jurisdiction of each of these courts for any related proceedings.
    • Attorneys’ fees and costs may be awarded against any party that pursues any Claim or Third Party Process in a manner contrary to this Section, provided that party does not promptly withdraw the Claim or Third Party Process once this Section is brought to its attention.

  12. TERMINATION
    • You may terminate the Terms of Use at any time by closing your Account, discontinuing any access to or use of the Service, and providing CHEERS with a notice of termination by emailing your account termination request to help(at)cheers.org.
    • CHEERS may close your Account, suspend your ability to use certain portions of the Service, terminate this Agreement, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information.
    • In the event of any termination of these Terms of Use, whether by you or us, Sections 1, 3(e), 4, 5(c), 6,7, and 8–12 of these Terms of Use of Service will continue in full force and effect.

  13. GENERAL TERMS OF USE
    • We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
    • Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
    • These Terms of Use contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Use.
    • Any failure on CHEERS’s part to exercise or enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. These Terms of Use may not be waived, except pursuant to a writing executed by CHEERS.
    • If any provision of these Terms of Use is found to be unenforceable or invalid by a court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable.
    • These Terms of Use, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with CHEERS’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms of Use and be void.
    • You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and CHEERS as a result of these Terms of Use or your use of the Service.
    • The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

      Copyright © 2020 CHEERS., ALL RIGHTS RESERVED.
      CHEERS’s address: 1610 R Street Suite 200, Sacramento, CA 95811