Previ Terms of Service
Last Updated: August 30, 2024
Welcome, and thank you for your interest in Previ Inc. (“Previ,” “we,” or “us”) and our website at www.previ.com, along with our related websites, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Previ regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PREVI’S PRIVACY POLICY www.previ.com/privacy-policy (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND PREVI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PREVI AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND PREVI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Previ Service Overview. Previ’s mission is to save the users of its services (each, a “Member”) money through consolidated purchasing and administration of valuable services offered by Previ partners or directly from Previ. Previ may offer these services through its website or mobile app (the “Previ App”) enabling Members to sign up and pay for certain goods and services via payment methods designated by Previ (each, a “Payment Method”). For the purposes of this agreement, “Member” may refer to person(s) seeking to obtain Previ’s services, person(s) actively receiving Previ’s services, or person(s) who have previously received Previ’s services in the past and subsequently terminated some or all of those services.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account (your “Account”), you may be required to provide Previ with some information about yourself, such as your name, email address(es), phone number or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your Account and password, and you accept responsibility for all activities that occur under your Account. If you believe that your Account is no longer secure, then you should immediately notify us at memberservices@previ.com.
4. Programs
4.1 Overview. Certain of the goods and services that Previ makes available to Members through the Service are made available under program terms specific to the particular goods and services (each, a “Program”). Certain of the Programs are described below and others may be described elsewhere via the Service. Previ has no obligation to make any particular Programs available to any or all Members or to keep any Program in effect. In the event a Program is discontinued, Members will be notified and have appropriate time to transfer given Program services to be managed via other means (i.e. and outside Previ’s purview).
4.2 Savings Comparison Program. The Service may allow a Member to submit the Member’s login credentials for the applicable Member’s account (each, a “Third-Party Account”) with certain of the Member’s then-current third-party service providers (“Third-Party Credentials”) with Previ in order for Previ to assess, on the applicable Member’s behalf, whether the Member may be able to save money by obtaining a similar product or service via Previ instead of the then-current third-party service provider. Previ does not typically store a Member’s Account Credentials after accessing the Member’s Third-Party Account. For the avoidance of doubt, Previ does not warrant that the information it obtains regarding potential cost savings through your Third-Party Account using your Third-Party Credentials is accurate or that you will benefit from cost savings of any kind through Previ. As between you and Previ, you are responsible for ensuring that your Third-Party Credentials have been shared in accordance with the terms of your agreement with the applicable third-party service provider.
4.3 Wireless Mobile Subscription Service Program
(a) Enrollment. Certain Members may be permitted to, via the Service, enroll in subscription-based wireless phone plan(s) with automatically recurring payments for monthly charges (the “Wireless Service Program”). The Wireless Service Program is a Subscription Program (defined below). Prior to enrolling in the Wireless Service Program, Member will ensure that Member has met all obligations to Member’s current wireless service provider (or other entity to whom you owe payments on your wireless phone or device that you intend to use in connection with the Wireless Service Program). The then-current commercial terms of the Wireless Service Program you are enrolled in (e.g., data and messaging coverage and rates) are typically available, or will be in due time, within the Previ App or by contacting memberservices@previ.com.
(b) Device Balance Migration and Number Portability - In an effort to facilitate a seamless transition for new Members, Previ may assist with the migration of any existing device balances from Member’s current wireless provider, subject to the terms and conditions set forth in this Agreement. By agreeing to the device balance migration, the new Member authorizes Previ to communicate and coordinate with their current wireless provider to unlock their device and port their phone number to management with Previ and associated services. The migration of outstanding device balances from previous providers will constitute the creation of a new Equipment Installment Plan (EIP) with Previ. The exact terms and installment schedule for a newly created EIP with Previ may differ from the terms offered by the Member’s previous provider when the device was originally procured. For instance, if the Member’s previous wireless provider offered recurring or one-time “Trade-in Credits” or “Promotional” credits associated with a device previously procured via the Member’s previous wireless provider, Previ offers no guarantee that such credits will migrate to, or be effectual on, their bill with Previ. Member acknowledges that they are solely responsible for the payment of any outstanding device (EIP) balances and agrees to continue making payments for the remaining (EIP) balances until such balances are fully retired, even if the member chooses to discontinue other services.
(c) Temporary Payment Method associated with Device Balance Migration - To assist in the migration of outstanding device balances from Member’s previous wireless provider to Previ, Previ may provide the member temporary and restricted access to various payment methods for Member to utilize for the purpose of retiring the outstanding device balance with their previous provider (in order to “unlock” the SIM access on the device for use with Previ or Previ’s carrier partners). Such use of the temporary payment method shall be limited exclusively to the outstanding DEVICE balance(s) associated with Member’s previous wireless provider. Any use of the payment method to purchase (or retire any obligations associated with) any other goods or services other than that which is specifically approved by Previ shall be deemed to be fraudulent use and prosecuted to the fullest extent of the law. In such cases, Previ reserves the right to cure the inappropriate use of Previ’s payment method by charging the customer directly and immediately via their payment method on file. Previ also reserves the right to inform law enforcement authorities, to inform the Member’s employer, and to refuse service to Member under such circumstances.
(d) Termination of Participation in Wireless Service Program. If a new Member decides to cancel their Previ service, they must agree to retire any remaining balance on their device before their phone numbers will be released to be ported to another wireless provider. The new Member's obligation to pay off the remaining device balance will not be waived, even if they choose to cancel other Previ services during any applicable trial or promotional periods. Failure to pay off the remaining device balance may result in the suspension or termination of the new Member's account and/or the withholding of the phone number portability. The new Member acknowledges that any remaining device balance must be paid in full and that partial payments or payment plans are not acceptable in order to port their phone number to another wireless provider. Previ also reserves the right to request via Previ’s carrier partners that any device(s) with outstanding unpaid balances be locked from access via other carrier networks.
4.4 Employer Contribution Program. Certain Members’ use of the Service with respect to particular Programs may be partially or fully paid for by such Member’s employer. As between Member and their employer, Member is ultimately responsible for payment to Previ if their employer fails to pay the required amounts due. For the avoidance of doubt, Previ may cancel Member’s Account at any time for non-payment, including for non-payment by your employer.
4.6 Additional Programs. From time to time, Previ may make available to certain Members additional Programs, which may be subject to additional terms specified on the Service, all of which are hereby deemed incorporated into these Terms.
4.7 New Device Purchases via Previ. Previ may offer Members the opportunity to purchase new devices and pay for them over time. If Member chooses to pay for the cost of the device over a period of time, Previ will issue a new Equipment Installment Plan (EIP) detailing the terms and payment schedule associated with retiring the device balance over time with Previ. The origination of such obligation may entail a SOFT or HARD credit credit check to determine the risk associated with Previ agreeing to offer the Member the opportunity to purchase a device under the terms of an EIP. Member also acknowledges that they are solely responsible for the payment of any outstanding device (EIP) balances and agrees to continue making payments for the remaining (EIP) balances until such balances are fully retired, even if Member chooses to discontinue other services.
5. Fees; Payments
5.1 General Payment Terms. Before Member enrolls in a Program for which Member will be charged fees by Previ, Member will have an opportunity to review and accept the fees that Member will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided for in these Terms.
5.2 Service Price. Previ reserves the right to determine pricing for the Service (including each Program). Previ may change the fees for the Service, including additional fees or charges. In all such cases, Previ will provide Member advance notice of any changes prior to their application. Previ, at its sole discretion, may make promotional offers with different features and different pricing to any Members. These promotional offers, unless made to a given Member, will not apply to Member’s offer or these Terms.
5.3 Authorization. Member authorizes Previ to charge all sums for the orders that Member makes and any Programs Member participates in as described in these Terms or published by Previ, including all applicable taxes, to the applicable Payment Method (e.g., ACH or Payment card).
5.4 Subscription Programs. Certain Programs may be structured as subscription-based plans with automatically recurring payments for periodic charges (each, a “Subscription Program”). These subscription-based services may be offered on a prepaid or postpaid basis depending on the provider. Member can access previous bills and their upcoming bill by logging in at Previ.com.
(a) Previ Programs may be billed on a prepaid or postpaid basis depending on the nature and provider of the service.
(b) The following definitions apply to any Program that is a Subscription Program: The “Subscription Billing Date” is the date when Member purchases Member’s first subscription to the applicable Subscription Program. The term of Member’s subscription to that Subscription Program will begin on the applicable Subscription Billing Date and continue for one month (such period, the “Initial Subscription Period”), and will automatically renew for successive one-month periods (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless Member cancels Member’s enrollment in the applicable Subscription Program or Previ chooses to terminate it. If Member activates a Subscription Program, then Members authorizes Previ or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of Member’s enrollment in such Subscription Program, all accrued sums on or before the payment due date. If Member’s particular program services are billed on a postpaid basis, upon termination of service, Previ will charge a final pro-rated payment for all services rendered during the Member’s final partial month and any other unpaid accrued sums on or before the final Member’s final partial month.
(c) If Member’s Payment Method is no longer valid at the time a renewal Subscription Fee is due, then Previ reserves the right to do any or all of the following: (a) suspend or terminate Member’s access to any goods or services provided to Member as part of any Program or the Service and (b) delete Member’s Account and any information associated with Member’s Account without any liability to Member.
(d) You will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of the applicable Subscription Program for all applicable fees and taxes for the next Subscription Period. You must cancel your enrollment in the applicable Subscription Program before it renews in order to avoid billing of the next periodic Subscription Fee to your Account. Previ or its third-party payment processor will bill the periodic Subscription Fee to the applicable Payment Method. You may cancel your enrollment in a Subscription Program by contacting us at memberservices@previ.com. Except as otherwise expressly agreed by Previ, YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.[RY1]
5.5 Membership Subscription Program. To gain access to Previ’s private pricing, Member may need to enroll in an annual Previ Membership Subscription program. This program will be charged annually on a pre-paid basis under the following schedule:
- The first annual payment will be due in the second month following program origination (Subscription Billing Date)
- The second annual payment will then be due 12 months from the program origination (Subscription Billing Date)
- The third annual payment will be due 24 months from the program origination (Subscription Billing Date) as so forth.
Previ may choose to offer the Previ Membership Subscription Program at various promotional prices and reserves the right to to waive the Previ Membership Subscription for a fixed period of time for a given Member. Partial Refunds of annual pre-paid subscription fees for canceling years will not be offered, unless in the first 90 days of the Member’s original first year service period.
5.6 Delinquent Accounts. Previ may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. If your Payment Method is no longer valid at the time a renewal Subscription Fee is due, then Previ reserves the right to do any or all of the following: (a) suspend or terminate your access to any goods or services provided to you as part of any Program or the Service and (b) delete your Account and any information associated with your Account without any liability to you.
6. Licenses
6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Previ grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.
6.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
6.3 Feedback. We respect and appreciate the thoughts and comments from our Members. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Previ an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
7. Ownership; Proprietary Rights. The Service is owned and operated by Previ. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Previ (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Previ or its third-party licensors. Except as expressly authorized by Previ, you may not make use of the Materials. There are no implied licenses in these Terms and Previ reserves all rights to the Materials not granted expressly in these Terms.
8. Third-Party Terms
8.1 Third-Party Services and Linked Websites. Previ may provide tools through the Service that enable Member to export information to third-party services. By using one of these tools, Member hereby authorizes Previ to transfer that information to the applicable third-party service. Third-party services are not under Previ’s control, and, to the fullest extent permitted by law, Previ is not responsible for any third-party service’s use of Member’s exported information. The Service may also contain links to third-party websites. Linked websites are not under Previ’s control, and Previ is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before Member shares any information with such third-party services. Once sharing occurs, Previ will have no control over the information that has been shared.
8.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
9. Communications
9.1 Text Messaging. You agree that Previ and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF TEXT MESSAGES FROM PREVI, YOU CAN EMAIL MEMBERSERVICES@PREVI.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING TEXT MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service. Data rates may apply.
9.2 Push Notifications. When you install Previ’s app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.
9.3 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
10. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
10.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
10.2 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
10.3 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Previ;
10.4 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
10.5 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
10.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
10.7 sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
10.8 attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.
11. Respect of Third Party Rights. Previ respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
12. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
13. Term, Termination, and Modification of the Service
13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use any Service and ending when terminated as described in Section 13.2.
13.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Previ may, at its sole discretion, terminate these Terms or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your Account and these Terms at any time by contacting customer service at memberservices@previ.com.
13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay Previ any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.3(b), 5.3, 6.3, 7, 13.3, 14, 15, 16, 17, 18, and 19 will survive. If your Account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
13.4 Modification of the Service. Previ reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Previ will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.
14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Previ, its affiliates, the parties with whom Previ contracts to offer the Service, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Previ Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
15. Disclaimers; No Warranties by Previ
15.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PREVI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PREVI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PREVI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PREVI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PREVI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
15.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Previ does not disclaim any warranty or other right that Previ is prohibited from disclaiming under applicable law.
16. Limitation of Liability
16.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PREVI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PREVI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
16.2 EXCEPT AS PROVIDED IN SECTIONS 17.5 AND 17.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PREVI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO PREVI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
16.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17. Dispute Resolution and Arbitration
17.1 Generally. Except as described in Section 17.2 and 17.3, you and Previ agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PREVI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Previ Inc., Attention: Legal Department – Arbitration Opt-Out, 3400 N Ashton Blvd Ste 160, Lehi, UT 84043 that specifies: your full legal name, the email address and phone number associated with your Account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Previ receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
17.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Previ.
17.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Previ’s address for Notice is: Previ Inc., 3400 N Ashton Blvd Ste 160, Lehi, UT 84043. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Previ may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Previ will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
17.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Previ must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
17.7 Arbitration Relief. Except as provided in Section 17.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Previ before an arbitrator was selected, Previ will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
17.8 No Class Actions. YOU AND PREVI 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, unless both you and Previ agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
17.9 Modifications to this Arbitration Provision. If Previ makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Previ’s address for Notice of Arbitration, in which case your Account with Previ will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
17.10 Enforceability. If Section 17.8 or the entirety of this Section 17 is found to be unenforceable, or if Previ receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.
18. Miscellaneous
18.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Previ regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
18.2 Governing Law. These Terms are governed by the laws of the State of Utah without regard to conflict of law principles. You and Previ submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Salt Lake County, Utah for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Utah, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
18.3 Privacy Policy. Please read the Previ Privacy Policy www.previ.com/privacy-policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Previ Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
18.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), including the following:
All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
18.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
18.6 Contact Information. The Service is offered by Previ Inc., located at 3400 N Ashton Blvd Ste 160, Lehi, UT 84043. You may contact us by sending correspondence to that address or by emailing us at memberservices@previ.com.
18.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
18.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
18.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
19. Notice Regarding Apple. This Section 19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Previ only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
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