Last Update: April 8th, 2022
Welcome to the Dreamwave Platform (as defined below). Please read these End User Terms (these “User Terms”) and our Privacy Policy (as may be updated from time-to-time, the “Privacy Policy”) carefully because they govern your use of our software-as-a-service virtual event platform (including any associated desktop and mobile device applications (“Apps”) and websites) and related services (collectively with any improvements, modifications, features and derivative works thereof, the “Dreamwave Platform”). To make these User Terms easier to read, the terms “Active Theory,” “we”, “our” and “us” include Active Theory, LLC and our affiliates and subsidiaries.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE USER TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DREAMWAVE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Agreement to Terms. By using the Dreamwave Platform, you agree to be bound by these User Terms. If you do not agree to be bound by these User Terms, do not use the Dreamwave Platform.
1. User Terms. You have been invited to use and access the Dreamwave Platform by an organization or other third party, which has entered into a separate written agreement with Active Theory to make the Dreamwave Platform available to end users for a virtual event organized by such third party (the “Event Host”). You acknowledge that your rights to use the Dreamwave Platform are subject to the Event Host’s rights and obligations under such agreement to control and manage certain aspects of the Dreamwave Platform. For example, Event Host may suspend or terminate your account and/or access to the Dreamwave Platform, or grant, restrict or modify your ability to access certain data or content within the Dreamwave Platform (including data or content that you upload to or post on the Dreamwave Platform). You further acknowledge that your access and use of the Dreamwave Platform will automatically terminate upon the expiration or termination of the Event Host Agreement.
2. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Dreamwave Platform is subject to our Privacy Policy.
3. Changes to Terms or Platform. We may update these User Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated User Terms either on our website, within the Dreamwave Platform or through other communications. It’s important that you review these User Terms whenever we update them or you use the Dreamwave Platform. If you continue to use the Dreamwave Platform after we have posted updated User Terms, you are agreeing to be bound by the updated User Terms. If you don’t agree to be bound by the updated User Terms, then you may not use the Dreamwave Platform anymore. Because our Dreamwave Platform are evolving over time we may change or discontinue all or any aspect of the Dreamwave Platform, at any time and without notice, at our sole discretion.
4. Who May Use the Dreamwave Platform?
Eligibility. You may use the Dreamwave Platform only if you are (i) 13 years or older and capable of forming a binding contract with Active Theory; (ii) not barred from using the Dreamwave Platform under applicable law; and (iii) if applicable, authorized to do so by Event Host. If you are not legally considered an adult in your jurisdiction, you must ask one of your parents (or legal guardians) to read these User Terms and accept them on your behalf. Parents and guardians are responsible for the acts of their minor children when using the Dreamwave Platform, whether or not the parent or guardian authorized such uses.
Registration and Your Information. If required by the Event Host, you may need to create an account or similar profile to use the Dreamwave Platform (“Account”). You can do this via the Dreamwave Platform through our online registration procedures which we may update from time to time or, in some cases, through your account with certain third-party services such as Facebook, Apple, Google or Twitter (each, an “SNS Account”). If you choose the SNS Account option, we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. You agree that you won’t misrepresent your identity, use any other person’s image, likeness or identity, or otherwise provide any deceptive or misleading profile information or images in connection with the creation and use of your Account.
Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete and up to date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and will use all reasonable means to secure your Account password and associated login credentials. You agree to notify us immediately of any unauthorized use of your Account, and you agree not to share your Account with any other person or otherwise permit any other person to use your Account, even on a temporary basis. You’re responsible for all activities that occur under your Account, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the Dreamwave Platform at any one time.
5. Feedback. We welcome feedback, comments and suggestions for improvements to the Dreamwave Platform (“Feedback”). You can submit Feedback by emailing us at hello@dreamwave.tech. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
6. Content Ownership and Responsibility.
Definition. For purposes of these User Terms: “Content” means any information, data, content and other materials, including without limitation text, graphics, images, software, video, avatars, characters, and other works of authorship of any kind, in each case that are posted, generated, provided or otherwise made available through the Dreamwave Platform, including, but not limited to User Content. “User Content” means the data (including personal data and personally identifiable information), content, images, materials, and communications that you upload to or post on the Dreamwave Platform in connection with the operation and use of the Dreamwave Platform and also includes, without limitation, any communications or content that you share with another user of the Dreamwave Platform such as comments on other users’ User Content or information you provide or make available on public forums made available by Active Theory.
Event Host Rights and Responsibilities. You acknowledge that as between us and the Event Host, it is the Event Host’s sole responsibility to (i) inform you of any Event Host policies or actions that may affect User Content and your ability to access User Content or any other aspects or areas of the Dreamwave Platform; and (ii) respond to and resolve your questions and problems, and handle any disputes, in connection with User Content or your use of the Dreamwave Platform.
Our Content Ownership. Active Theory does not claim any ownership rights in any User Content, and as between you and Active Theory, nothing in these User Terms will be deemed to restrict any rights that you may have to use and exploit User Content other than any rights and restrictions afforded to Event Host under the Event Host Agreement. Subject to the foregoing, Active Theory and its licensors hereby exclusively own and reserve all right, title and interest in and to the Dreamwave Platform and Content, including all associated intellectual property rights. You acknowledge that the Dreamwave Platform and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Dreamwave Platform or Content.
Rights in Data and Other User Content Granted by You.
By making User Content available through the Dreamwave Platform you hereby grant to Active Theory and its parents, subsidiaries, affiliates, licensee, successors, and assigns a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform User Content in whole or in part in connection with operating, marketing, providing and improving the Dreamwave Platform and Content.
User Content includes, among other items, data and information that you provide to us. You acknowledge and agree that Active Theory may derive, compile, generate, process and analyze data (including aggregate or anonymized data or information and any insights derived therefrom) and other information relating to the provision, use and performance of various aspects of the Dreamwave Platform (collectively, “Aggregate Data”). Active Theory owns all right, title and interest in and to the Aggregate Data and may use such Aggregate Data for any lawful purpose in connection with its business, including to provide certain features within the Dreamwave Platform (such as analytics) and improve or otherwise optimize the Dreamwave Platform.
Your Responsibility for User Content. You are solely responsible for all User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in User Content under these User Terms. You also represent and warrant that neither User Content, nor your use and provision of User Content to be made available through the Dreamwave Platform, nor any use of User Content by Active Theory on or through the Dreamwave Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You represent and warrant that all of your User Content and your activities in connection with the Dreamwave Platform will, at all times, comply with (i) the Terms; (ii) all applicable laws, rules, and regulations; and (iii) any other guidelines or requirements that we may make available to you from time to time.
Rights in Content Granted by Active Theory. Subject to your compliance with these User Terms, Active Theory grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Content solely for your permitted use of the Dreamwave Platform and, if applicable, as authorized by the Event Host and permitted by the Dreamwave Platform.
Respecting Others’ User Content. Subject to our rights under Section 7, you acknowledge that all User Content and any content related thereto are the property of the respective user that makes the User Content available through the Dreamwave Platform or, if made explicit on the Dreamwave Platform, us. You acknowledge and agree that Active Theory is not responsible or liable for your User Content or any direct message through the Dreamwave Platform between any user of the Dreamwave Platform and another user of the Dreamwave Platform (“Communications”), including you.
Removal of User Content. The Dreamwave Platform may allow you to remove User Content by specifically deleting it within the Dreamwave Platform, subject to any applicable limitations imposed by Event Host, if applicable. However, in certain instances, some of your User Content (such as any materials you upload or post, including on behalf of Event Host, or anything that Event Host wishes to retain, if applicable) may not be completely removed and copies of your User Content may continue to exist on the Dreamwave Platform. We are not responsible or liable for the removal or deletion of (or failure to remove or delete) any of your User Content, including any data, information or other materials.
7. General Prohibitions and Active Theory’s Enforcement Rights. You agree to not do any of the following in connection with your use of the Dreamwave Platform:
Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, abuse or harm against any individual or group; (vi) is violent, intimidating or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Access, tamper with, or use non-public areas of the Dreamwave Platform, Active Theory’s computer systems, or the technical delivery systems of Active Theory’s providers;
Attempt to probe, scan or test the vulnerability of the Active Theory Platform or any other Active Theory system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Active Theory or any of Dreamwave’s providers, Event Host or any other third party (including another user) to protect the Dreamwave Platform or Content;
Attempt to access or search the Dreamwave Platform or Content or download Content from the Dreamwave Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Active Theory to be expressly used for such purposes;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Dreamwave Platform or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Dreamwave Platform;
Collect, use, transmit, disclose or store any personally identifiable information from the Dreamwave Platform from other users of the Dreamwave Platform;
Impersonate or misrepresent your affiliation with any person or entity;
Use any Confidential Information (as defined below), the Dreamwave Platform or any of its component features or functionalities to develop, sell, license, commercialize or contribute to the development or commercialization of any product or service that could compete with the Dreamwave Platform;
Provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the Dreamwave Platform or any other third party;
Violate any applicable law or regulation; or
Encourage, assist, permit or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Dreamwave Platform or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Dreamwave Platform, to ensure compliance with these User Terms, the terms of any Event Host Agreement and/or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these User Terms. We also reserve the right to terminate or suspend your access to the Dreamwave Platform, at any time and without prior notice, if we, at our sole discretion, determine that you have violated any of the prohibitions included in these User Terms. We have the right to investigate violations of these User Terms or conduct that affects the Dreamwave Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
If you believe that any Content or other items provided via the Dreamwave Platform infringe, misappropriate, or violate your intellectual property rights, are abusive, harassing, offensive or hateful, or otherwise violate the prohibitions listed above, please email us at: privacy@activetheory.net.
8. Third Party Services. Certain features and functionalities within the Dreamwave Platform as we determine in our sole discretion may also allow you and other Account holders to interface or interact with, access and/or use compatible third-party services, products, technology, websites and content (collectively, “Third Party Services”) through the Dreamwave Platform. You agree that (i) Active Theory does not provide any aspect of the Third Party Services and is not responsible for any compatibility issues, errors or bugs in the Dreamwave Platform or Third Party Services caused in whole or in part by the Third Party Services or any update or upgrade thereto; and (ii) you or Event Host are solely responsible for maintaining the Third Party Services and obtaining any associated licenses and consents necessary for you to utilize the Third Party Services in connection with the Dreamwave Platform.
9. Fees and Payment.
Fees. You agree to pay Active Theory all of the fees agreed upon in connection with your registration for the Dreamwave Platform, if applicable.
Payments. All payments made for the Dreamwave Platform to Active Theory will be made in U.S. dollars by credit card and will be non-refundable. You hereby authorize Dreamwave, through a third-party credit card processor, to charge your credit card for the applicable fees. The Dreamwave Platform will only be made available if the agreed upon fees are paid in full, and access to the Dreamwave Platform may be suspended for the time that any such fees are due and not paid. The payments described in this Section are separate from any payments made to the Event Host outside of the Dreamwave Platform, which are governed by separate terms between you and the Event Host and/or the Event Host’s third-party payment processor.
Taxes. You will be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Active Theory hereunder, other than any taxes imposed on Active Theory’s income. Without limiting the foregoing, in the event you are required to deduct or withhold any taxes from the amounts payable to Active Theory hereunder, you shall pay an additional amount, so that Active Theory receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
10. Term and Termination.
These User Terms apply to you for the duration of your access to the Dreamwave Platform as authorized by the Event Host, until (i) terminated by the Event Host or us, or (ii) until you cancel your Account or cease use of the Dreamwave Platform.
We may terminate your access to and use of the Dreamwave Platform, at our sole discretion, at any time and without notice to you.
You may cancel your Account at any time by sending an email to us at privacy@activetheory.net or, if applicable, via the Dreamwave Platform. Upon any termination, discontinuation or cancellation of the Dreamwave Platform or your Account, the following Sections will survive: 6, 7(a) - (e), 7(g)-(h), and 9, 10, 12 - 19.
11. Warranty Disclaimers. THE DREAMWAVE PLATFORM AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OR WHETHER OBTAINED FROM DREAMWAVE, EVENT HOST OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE USER TERMS. FURTHER, DREAMWAVE MAKES NO WARRANTY THAT THE CONTENT, OR THE DREAMWAVE PLATFORM OR ANY OF ITS COMPONENT FEATURES AND FUNCTIONALITIES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. DREAMWAVE DOES NOT WARRANT OR GUARANTEE: (I) ANY RESULTS FROM THE USE OF THE DREAMWAVE PLATFORM OR CONTENT; OR (II) THAT THE DREAMWAVE PLATFORM OR CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. DREAMWAVE HEREBY SPECIFICALLY DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD-PARTY SERVICES.
YOU ACKNOWLEDGE THAT THE DREAMWAVE PLATFORM IS USED BY EVENT HOSTS TO HOST VIRTUAL EVENTS OR STREAM LIVE EVENTS AND, ACCORDINGLY, WE ARE NOT LIABLE WHATSOEVER, WHETHER SUCH DAMAGES ARE DIRECT OR INDIRECT, WITH RESPECT TO ANY ACTS OR OMISSIONS OF ANY EVENT HOST OR ANY OTHER USER, ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, MATERIALS OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF ANY EVENT HOST, ANY CANCELLATION, POSTPONEMENT OR MODIFICATION OF ANY EVENTS OR ANY EXPERIENCE OR INTERACTION BETWEEN YOU AND ANY EVENT HOST OR ANY OTHER USER.
YOU ASSUME ALL RISKS ASSOCIATED WITH USING DIGITAL ASSETS AND DECENTRALIZED SYSTEMS, INCLUDING BUT NOT LIMITED TO, THAT: (A) DIGITAL ASSETS ARE HIGHLY VOLATILE; (B) TRANSACTIONS INVOLVING DIGITAL ASSETS IS INHERENTLY RISKY DUE TO BOTH FEATURES OF SUCH ASSETS AND SYSTEMS AND THE POTENTIAL UNAUTHORIZED ACTS OF THIRD PARTIES; (C) YOU MAY LOSE SOME OR ALL OF YOUR DIGITAL ASSETS DUE TO MISUSE, ERRORS, OR THE MALFEASANCE OF OTHERS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE AGAINST DREAMWEAVE FOR ANY LOSSES DUE TO THE USE OF DIGITAL ASSETS IN CONNECTION WITH THE DREAMWEAVE PLATFORM. FOR EXAMPLE, THESE LOSSES MAY ARISE FROM OR RELATE TO: (I) LOST FUNDS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS; OR (V) ERRORS, MISTAKES, OR INACCURACIES; OR (VI) THIRD-PARTY ACTIVITIES.
12. Indemnity. You will indemnify and hold harmless Dreamwave and its officers, directors, employees, shareholders and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Dreamwave Platform or Content, (ii) User Content, or (iii) your violation of these User Terms.
13. Limitation of Liability.
NEITHER DREAMWAVE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DREAMWAVE PLATFORM OR CONTENT WILL BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE THE DREAMWAVE PLATFORM OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DREAMWAVE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL DREAMWAVE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE OR ACCESS THE DREAMWAVE PLATFORM OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DREAMWAVE AND YOU.
14. Governing Law and Forum Choice. These User Terms and any action or proceeding related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Subject to Section 8(b), and except as otherwise set forth in Section 17 “Dispute Resolution” below, the exclusive jurisdiction for any dispute, claim or controversy arising out of or relating to these User Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Dreamwave Platform or Content (collectively, “Disputes”) that you are not required to arbitrate by these User Terms will be the applicable state and federal courts located in or which jurisdiction covers Los Angeles, California, and you and Active Theory each waive any objection to jurisdiction and venue in such courts.
15. Dispute Resolution.
Mandatory Arbitration of Disputes. We each agree that all Disputes will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Active Theory agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these User Terms, and that you and Active Theory are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these User Terms.
Exceptions and Opt-out. As limited exceptions to Section 17(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; (ii) any Dispute involving the infringement or misappropriation of our intellectual property rights may be resolved in court and need not be resolved through arbitration; and (iii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at privacy@activetheory.net within thirty (30) days following the date you first agree to these User Terms.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these User Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver. YOU AND ACTIVE THEORY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 4 “Changes to Terms or Platform” above, if we change any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these User Terms (or accepted any subsequent changes to these User Terms), you may reject any such change by sending us written notice (including by email to privacy@activetheory.net) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email or other communication to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these User Terms (or accepted any subsequent changes to these User Terms).
Severability. With the exception of any of the provisions in Section 17(e) of these User Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these User Terms is invalid or unenforceable, the other parts of these User Terms will still apply.
16. General Terms.
Entire Agreement. These User Terms constitute the entire and exclusive understanding and agreement between Active Theory and you regarding the Dreamwave Platform and Content, and these User Terms supersede and replace any and all prior oral or written understandings or agreements between Active Theory and you regarding the Dreamwave Platform and Content. If any provision of these User Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these User Terms will remain in full force and effect. You may not assign or transfer these User Terms, by operation of law or otherwise, without Active Theory’s prior written consent. Any attempt by you to assign or transfer these User Terms, without such consent, will be null. Active Theory may freely assign or transfer these User Terms without restriction. Subject to the foregoing, these User Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Active Theory under these User Terms, including those regarding modifications to these User Terms, will be given: (i) via email; or (ii) by posting to the Dreamwave Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Active Theory’s failure to enforce any right or provision of these User Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Active Theory. Except as expressly set forth in these User Terms, the exercise by either party of any of its remedies under these User Terms will be without prejudice to its other remedies under these User Terms or otherwise.
17. Contact Information. If you have any questions about these User Terms or the Dreamwave Platform, please contact Active Theory at privacy@activetheory.net.