Terms of Use

Last Updated: June 16, 2016

These Terms of Use ("Terms") set forth the legally binding agreement between you and Lark Los Angeles, LLC. ("we", "us", "our" and "we") that govern your use of our website located at www.thelarkcompany.com ("Site"), and services that provide lifestyle management, concierge, and personal attaché services for everyday tasks through our “Service”.

By accessing or using the Service, or completing the registration process, you are accepting these Terms and you represent and warrant that (1) you have read, understand, and agree to be bound by these terms and conditions (“Terms”), and (2) that you are 21 years of age or older.

IF YOU SUBSCRIBE TO SERVICE FOR A TERM (THE "INITIAL TERM"), THEN THESE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT OUR THEN-CURRENT FEE FOR THE SERVICE UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THESE TERMS.

These Terms are subject to occasional revision, and if we make any material changes, we may notify you by posting the new Terms on the Service and/or sending you an e-mail to the last e-mail address you provided to us (if any). We will notify you of any changes to our Terms by posting the new Terms here: www.thelarkcompany.com/terms-of-use. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or posting of the new Terms (if applicable). These changes will be effective immediately for new users of the Service. Continued use of the Service following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. PLEASE REGULARLY CHECK www.thelarkcompany.com/terms-of-use TO VIEW THE THEN-CURRENT TERMS.

1. About the Service

1.1 Generally. The Service enables you to receive lifestyle management, concierge, and personal attaché services for everyday tasks performed on your behalf by your “Lark”. Upon payment of subscription fees, you will be assigned one or more individuals who will perform those tasks assigned to them (such as family calendar creation and management, dining or travel reservations) by you via the Service (each, a "Task"). To request a Task, simply contact your Lark and provide your Lark with any required information as requested by your Lark or through the Service. You represent and warrant that any information you provide when requesting a Task is true, accurate, current and complete, and, where applicable, you will update all such information as necessary to maintain its truth, accuracy and completeness.

1.2 Third Party Accounts. As part of the functionality of the Service, you may link your account with online accounts you may have with third party service providers (each such account, a "Third Party Account") by either: (i) providing your Third Party Account login information through the Service; or (ii) allowing us to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account access credentials to us and/or grant us access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers. In addition, we may request to create Third Party Accounts on your behalf and if you allow us to do so, you will provide to us any information needed to create such Third party account. You hereby (a) expressly consent to our use of your Third Party Account access credentials on your behalf to provide the Service to you; (b) expressly consent to our creation of Third Party Accounts on your behalf to provide the Service to you; and (c) designate and appoint us as your agent and attorney-in-fact, which such appointment is coupled with interest, to act on your behalf with respect to the foregoing and to do all other lawful acts on your behalf to provide the Service to you, with the same legal force and effect as if done by you. By granting us access to any Third Party Accounts, you understand that (i) we may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the "Third Party Content") so that it is available on and through the Service via your Account, and (ii) we may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. You expressly consent to and authorize us to access and use those Third Party Accounts designated by you on your behalf to the extent necessary to provide the Service to you and complete Tasks. Unless otherwise specified in these Terms, all Third Party Content, if any, will be considered your User Content (as defined below) for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Service. Please note that if a Third Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third party service provider, then Third Party Content may no longer be available on and through the Service. You will have the ability to disable the connection between your account on the Service and your Third Party Accounts at any time by amending the appropriate settings from within your account settings on the applicable Third Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. We make no effort to review any Third Party Content for any purpose and we are not responsible for any Third Party Content. You can deactivate the connection between the Service and your Third Party Account by amending the appropriate settings from within your account settings on the applicable Third Party Account or contacting us at info@thelarkcompany.com.

2. Accounts

2.1 Account Creation. In order to use the Service, you must register for an account ("Account"). You represent and warrant that all required registration information you submit is true, accurate, current and complete, and, where applicable, you will update all such information as necessary to maintain its truth, accuracy and completeness. You may terminate your Account at any time, for any reason, by contacting us at info@thelarkcompany.com. You agree not to create an Account or use the Service if you have been previously removed by us or banned from the Service. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. We reserve the right in our sole discretion to suspend or terminate your Account and/or refuse any and all current or future use of the Service (or any portion thereof) at any time for any reason. You agree that we will not liable to you or to any third party for any suspension or termination of your Account or any refusal of any use of the Service (or any portion thereof). We reserve the right in our sole discretion to remove any content that you provide and/or upload to the Service at any time for any reason, including, but not limited to, information you provide for your user profile. You agree that we will not be liable to you or to any third party for such removal.

2.2 Account Responsibilities. You are responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. Mobile Communications. If you request to receive updates or other information by emails, calls or text messages, you consent to receiving calls and text messages from us and our otherwise communicating with you via your phone and/or mobile device. We will not assess any charges for calls or texts, but standard message charges or other charges from your carrier may apply. You should check with your carrier to find out what plans are available and how much they cost. All charges are billed by and payable to your carrier. We will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your mobile service operator.

4. Use of the Service

4.1 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you will not frame or utilize framing techniques to enclose any trademark or logo or other portion of the Service (including images, text, page layout or form); (c) you will not use any metatags or other "hidden text" using our name or trademarks; (d) you will not m modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you will not access the Service in order to build a similar or competitive website, product, or service; (f) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you will not remove or destroy any copyright notices or other proprietary markings contained on or in the Service (or on any content displayed on the Service). Unless otherwise indicated, any future release, update, or other addition to functionality of the Service will be subject to these Terms. We make no representation that the Service is appropriate for use in locations other than the United States.

4.2 Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.

4.3 Ownership. Excluding any User Content that you may provide, you acknowledge and agree that (a) the Service is and will remain the sole property of us and our suppliers and licensors and are subject to protection under U.S. and foreign copyright laws and (b) all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and content made available through the Service are owned by us and our suppliers and licensors. Our name, logo, and the product names associated with the Service belong to us or our suppliers or licensors, and no right or license is granted to use them by implication, estoppel or otherwise. Neither these Terms nor your access to the Service transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. We and our suppliers and licensors reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

4.4 Appointment. You hereby designate and appoint us as your agent and attorney-in-fact, which such appointment is coupled with interest, to act on your behalf in performing Tasks for you, including making purchases on your behalf, and to do all other lawful acts on your behalf to provide the Service to you, with the same legal force and effect as if done by you.

5. User Content

5.1 User Content. "User Content" means any and all information and content that a user submits to, or uses with, the Service. You are solely responsible for your User Content. You assume all risks associated with use of your User Content. You represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 5.4). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. We will not be liable for the deletion or accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. You acknowledge that we have no obligation to pre-screen User Content, although we reserve the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason. PLEASE MAKE SURE THAT YOU ONLY PROVIDE INFORMATION TO THE SERVICESTHAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. PLEASE DO NOT PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS.

5.2 Ownership. We do not claim any ownership of your User Content. By making available your User Content on or in the Service, you represent that you own or have all rights necessary to make available your User Content to us.

5.3 License. You hereby grant, and you represent and warrant that you have the right to grant, to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable license to license, reproduce, distribute, modify, adapt, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content (in whole or in part) for the purposes of including your User Content in the Service and operating, providing and promoting the Service. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

5.4 Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":

(a) You agree not to use (i) take any action or (ii) make available any User Content on or through the Service that: (A) 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; (B) is unlawful, threatening, abusive, harassing, harmful, defamatory, trade libelous, deceptive, fraudulent, false, intentionally misleading, tortious, or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (C) in violation of any laws, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) use the Service to harvest, collect, gather or assemble information or data regarding other users without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service; or (vi) use software or automated agents or scripts to produce multiple accounts on the Service or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

5.5 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.

6. Indemnification. You agree to indemnify and hold us and our parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors (each a "Company Party" and collectively the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your: (a) use of, or inability to use, the Service; (b) violation of these Terms; (c) violation of applicable laws or regulations; (d) User Content; or (e) violation of any rights of another party. A Company Party reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify such Company Party, and you agree to cooperate with the defense of these claims. You agree not to settle any matter without the prior written consent of the applicable Company Party. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. Third-Party Link; Release

7.1 Third-Party Links. The Service may contain links to third-party websites and services (collectively, "Third-Party Links"). Such Third-Party Links are not under our control, and we will not be liable for any Third-Party Links. We provide access to these Third-Party Links only as a convenience to you, and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

7.2 Release. You hereby release and forever discharge the Company Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any Third-Party Links). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

8. Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE AND ANY CONTENT, PRODUCTS, SERVICES OR INFORMATION PROVIDED BY THE SERVICE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

You acknowledge and agree that we may utilize third party accounts, and other third party service providers to perform tasks, and that we have no control or ability to control such third party accounts or third party service providers. Accordingly, we hereby disclaim any and all warranties and liability with respect to such third party accounts and third party service providers.

IN ADDITION, YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE TASK AND WE DO NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY US ON YOUR BEHALF.

9. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY PARTIES’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE PRECEDING TWELVE (12) MONTHS AND (B) FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT NEITHER OUR SUPPLIERS NOR OUR LICENSORS WILL HAVE ANY LIABILITY OF ANY KIND (WHETHER DIRECT OR INDIRECT) ARISING FROM OR RELATING TO THESE TERMS.

IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE SERVICE OR THESE TERMS YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

10. Fees and Purchase Terms

10.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Such fees and charges include the fee for your subscription to the Service as well as the charges for any items you have us purchase on your behalf through the Service. Except as otherwise described herein or in our billing terms in effect at the time a fee or charge is due and payable, all fees are nonrefundable.

10.2 Third Party Payment Services Provider. We use Stripe Inc. ("Stripe") as a third party payment service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). By using the Service, you agree to be bound by Stripe’s US Terms of Service available at https://stripe.com/us/terms and Privacy Policy available at https://stripe.com/us/privacy. You consent to provide and authorize us and such third party payment service provider to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with these Terms, including personal, financial, credit card payment, and transaction information.

10.3 Payment Information. All payment information that you provide in connection with the Service must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY FEE OR CHARGE. By providing us or Stripe with your payment information, you agree that we or Stripe is authorized to immediately invoice you for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify us and Stripe of any change to your payment information. We reserve the right at any time to change its prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to you.

10.4 Taxes. You will be responsible for paying any applicable taxes relating to your payments hereunder and will indemnify and hold harmless us and Stripe from any and all taxes, including sales tax, based on any payments made or received by you in connection with the Service. Any taxes imposed on payments will be your sole responsibility. Upon our request, you will provide us or Stripe with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.

10.5 Automatic Renewal. Your subscription to the Service will continue indefinitely until terminated in accordance with these Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a "Renewal Commencement Date") and continue for an additional equivalent period, at our then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription. To terminate the recurring billing process and your membership, you must contact us at info@thelarkcompany.com and cancel membership with no less than 30 days notice prior to the Renewal Commencement Date. By subscribing, you authorize us to charge your method of payment now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if we do not receive payment, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that we may either terminate or suspend your subscription and continue to attempt to charge your method of payment until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

11. Confidentiality. We agree not to disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information (defined below) for any purpose other than disclosure to our authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. We will protect your Confidential Information using the same degree of care that we use with respect to its own confidential information, but in no event with less than reasonable care. The term "Confidential Information" means any and all of your information and data that you submit to the Service that is not generally known to the public which we know or should have known is your confidential or proprietary information. Information will not constitute your Confidential Information if it (i) is already known by us without obligation of confidentiality; (ii) is independently developed by us without access to or use of your Confidential Information; (iii) is publicly known without breach of these Terms; or (iv) is lawfully received from a third party without obligation of confidentiality. Further, it will not be a violation for us to disclose Confidential Information in response to a subpoena or other legal process served upon us or where applicable law or regulation requires the disclosure of such information.

12. Nonsolicitation. You agree that during the term of these Terms and for one year thereafter, you will not will not directly or indirectly solicit, induce, or attempt to induce any Lark, who has provided services for you under these Terms, to terminate or breach any employment, contractual, or other relationship with us.

13. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Service. You may terminate your Account at any time, for any reason, by contacting us at: info@thelarkcompany. We may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. We will not be liable to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

14. General

14.1 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section ("Arbitration Agreement") carefully. It is part of your contract with us and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of the Service that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and us, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, assigns, suppliers and licensors as well as all authorized or unauthorized users or beneficiaries of the Service.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to us should be sent to: info@thelarkompany.com. After the Notice is received, the parties may attempt to resolve the claim or dispute informally. If the parties do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration will be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties will agree to select an alternative ADR Provider. The rules of the ADR Provider will govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (" Arbitration Rules") governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S. the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that we made to you prior to the initiation of arbitration, we will pay you the greater of the award or $2,500.00. Each party will bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and will pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration will be conducted by telephone, online and/or based solely on written submissions; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If either party pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of the parties, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon the parties.

(g) Waiver of July Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between the parties in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, will be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph will not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts will be of no force and effect and will be severed and the remainder of this Arbitration Agreement will continue in full force and effect.

(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.

(l) Survival. This Arbitration Agreement will survive the termination of your relationship with us.

(m) Small Claims Court. Notwithstanding the foregoing, either party may bring an individual action in small claims court.

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures will not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets will not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles, California, for such purpose.

14.2 Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.3 Export. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations.

14.4 Disclosures. We are located at the address set forth below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

14.5 Electronic Communications. The communications between you and us use electronic means, whether you use the Service via calls or send us emails or texts, or whether we post notices on the Service or communicate with you via e-mail or text. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

14.6 Miscellaneous. These Terms constitute the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms. The terms and conditions set forth in these Terms will inure to the benefit of and be binding upon permitted assignees.

14.7 Force Majeure. We will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.8 Marks. All trademarks, logos and service marks ("Marks") displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

14.9 Contact Information:

Lark Los Angeles LLC

Santa Monica, CA 90403

Email: info@thelarkcompany.com