Terms of Use

Effective date: November 18, 2024

Welcome to Atlas. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email:  clientes@heyatlas.com

Address: 964 East Badillo St. 2080, Covina, CA 91724.

These Terms of Use (the “Terms”) are a binding contract between you and PALABRA INC. (“Atlas,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include te provisions in this document as well as those in the Privacy Policyhttps://www.heyatlas.com/privacy-policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. 

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

USERS ARE SOLELY RESPONSIBLE FOR THEIR ACTIONS TAKEN ON THE SERVICES, INCLUDING THE DECISION TO PURCHASE OR OTHERWISE OBTAIN (OR NOT TO PURCHASE OR OTHERWISE OBTAIN) CERTAIN PROVIDER BENEFITS (DEFINED BELOW) FROM PROVIDERS. ATLAS DOES NOT RECOMMEND OR ENDORSE ANY PARTICULAR PROVIDER BENEFIT OR COMBINATION OF PROVIDER BENEFITS, NOR DOES ATLAS ENSURE THAT SUCH PROVIDER BENEFITS MAY MEET YOUR NEEDS OR EXPECTATIONS.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.heyatlas.com/, send you an email, and/or notify you by some other means. 

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. 

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. 

What about my privacy?

Atlas takes the privacy of its users very seriously. For the current Atlas Privacy Policy, please click herehttps://www.heyatlas.com/privacy-policy .

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at clientes@heyatlas.com. You are permitted to use the Services to obtain Provider Benefits on behalf of your minor child, provided such child does not himself or herself provide any personally identifiable information to us or otherwise via the Services.

What are the basics of using Atlas?

You may be required to sign up for an account, select a password and user name (“Atlas User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Atlas User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google and Microsoft. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Providers must comply with all laws that relate to the Provider Benefits (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your Atlas User ID, account or password with anyone, and you must protect the security of your Atlas User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Atlas User ID and account.

Connecting Providers and Users

Our Services allow you to engage directly with providers of certain benefits, which may include healthcare, wellness, and other similar benefits (collectively, “Provider Benefits” and the providers thereof, “Providers”).  The Provider Benefits presented as being available to you are selected by the individual or entity with which you are employed or engaged and that has a relationship with Atlas in connection therewith (your “Employer,” regardless of whether or not you have an employment relationship with such Employer).  For clarity, you hereby acknowledge that Atlas is not your employer, rather, Atlas is providing Services to you on behalf of your Employer. Your Employer may also allocate to you a certain budget for Provider Benefits over the period of time designated by your Employer (your “Benefits Term”), which is displayed in your Services account (your “Benefits Budget”); you may choose to spend this Benefits Budget during the Benefits Term, pursuant to the functionality of the Services, on the Provider Benefits of your choosing that are presented to you as available on the Services. 

Atlas does not select which Provider Benefits are made available to you and does not set your Benefits Budget or Benefits Term.  We will not provide any refunds or credits for your failure to use your Benefits Budget in full, or your use of your Benefits Budget in a manner that does not fit your needs or expectations. Notwithstanding anything to the contrary, if you are no longer employed or engaged with your Employer, some or all Provider Benefits may no longer be available to you, even if you have already spent your Benefits Budget on the Provider Benefits prior to such date; your account, and all information therein, may become unavailable to you upon such date.  If you have any questions about your Benefits Budget or Benefits Term, contact your Employer directly. 

Atlas uses reasonable efforts to vet each potential Provider, including checking each Provider's background and relevant certifications, before displaying a certain Provider’s Provider Benefits to you. However, before you select any Provider Benefit, you are solely responsible for making your own determinations that the recommended Provider, and the applicable Provider Benefits, are suitable. Users are solely responsible for their actions taken on the Services, including the decision to purchase or otherwise obtain (or not to purchase or otherwise obtain) certain Provider Benefits from Providers.  Atlas does not recommend or endorse any particular Provider Benefit or combination of Provider Benefits, nor does Atlas ensure that such Provider Benefits may meet your needs or expectations. Atlas can’t and won’t be responsible for making sure that Provider Benefits are actually provided, are provided in a timely manner during the Benefits Term, or are up to any particular standard of quality. Atlas similarly can’t and won’t be responsible for ensuring that information (including credentials) a Provider provides about itself is accurate or up-to-date. We don’t control the actions of Providers, and Providers aren’t our employees.

Providers are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Atlas. Atlas does not offer the Provider Benefits and does not employ individuals to perform the Provider Benefits. You hereby acknowledge that Atlas does not supervise, direct, control or monitor the Provider Benefits and expressly disclaims any responsibility and liability for the Provider Benefits, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code. 

Users and Providers may enter into separate agreements outside of the Services relating to the provision of Provider Benefits (“Provider Terms”). Provider Terms are between you and the Provider; Atlas is not a party. Nothing set forth in any Provider Terms may amend this Agreement. 

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Atlas sends you (for example, via WhatsApp, email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Atlas to send you information regarding your account or transactions with us, which may include Atlas using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Atlas, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Atlas. You agree to indemnify and hold Atlas harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including Atlas);

2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Atlas;

3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

4. jeopardizes the security of your Atlas User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);

5. attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. violates the security of any computer network, or cracks any passwords or security encryption codes;

7. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

9. copies or stores any significant portion of the Content; or

10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services. 

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Atlas') rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Atlas owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. 

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Atlas. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Atlas is not responsible for such risks. 

Atlas has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Atlas will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Atlas is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Atlas, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Atlas ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Provider Benefits or Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

Your access to the Services is paid for by your Employer and as such, is subject to termination in accordance with the separate agreement between Atlas and your Employer. As set forth above, your Employer may allocate you a Benefits Budget, which you may use to purchase Provider Benefits pursuant to the functionality of the Services. Your Benefits Budget can only be used to arrange, via the Services, to obtain Provider Benefits; Benefits Budgets have no cash value and cannot be disbursed or exchanged for cash, credit, or for virtual or fungible currencies at any time (including upon termination of your account).  

If the agreement between your Employer and Atlas terminates, then some or all Provider Benefits may no longer be available to you, even if you have already spent your Benefits Budget on the Provider Benefits prior to such date; your account, and all information therein, may become unavailable to you upon such date. Specifically, your Benefits Budget points will lapse upon termination of your relationship with your Employer. Your Benefits Budget points are valid for twelve (12) months after issue, and will expire if not used within that time period (and will not be returned to your Employer if unused). Additionally, as set forth above, if you are no longer employed or engaged with your Employer, some or all Provider Benefits may no longer be available to you, even if you have already spent some or all of your Benefits Budget on the Provider Benefits prior to such date; your account, and all information therein, may become unavailable to you upon such date. If you have any questions about your Provider Benefits, please contact the specific Provider directly.  

Obvious, Technical, and Pricing Errors

Atlas reserves the right to cancel or correct any transaction or purchase made through the Services under the following circumstances:

1. Obvious or Manifest Errors:
   If a transaction is based on an obvious or manifest error that a reasonable user would recognize as incorrect, including but not limited to unusually low prices, disproportionate quantities, or conditions that do not reflect the original intent of the offer.

2. Technical or System Errors:
   If the transaction results from a technical error, software malfunction, system failure, or any other technical issue that alters prices, availability, or the terms of the benefit.

3. Pricing Errors:
   In cases of material errors related to pricing, Atlas reserves the right to cancel the transaction, even after Benefit Budget points have been deducted, if the listed price is incorrect due to a technical or human error.

4. Procedures in Case of Cancellation:

   • If a transaction is canceled for any of the reasons above, Atlas will notify the affected user as soon as possible.

   • Any Benefit Budget points used in the purchase will be fully refunded to the user.

   • Atlas will not be liable for indirect losses, damages, or inconvenience caused by the cancellation.

5. Limitation of Liability:
   Atlas does not guarantee that the Services will be free from errors or failures at all times. Users acknowledge and agree that, in the event of obvious, technical, or pricing errors, Atlas has the right to rectify, cancel, or correct the affected transactions to ensure the integrity of the Services.

What if I want to stop using the Services? 

You’re free to do that at any time by contacting us at clientes@heyatlas.com; please refer to our Privacy Policy https://www.heyatlas.com/privacy-policy ,as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

Atlas is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Atlas has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a User who believes that a Provider may be in breach of these Terms is not able to enforce these Terms against that Provider.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. 

If you have deleted your account by mistake, contact us immediately at clientes@heyatlas.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What about Mobile Applications?

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

I use the Atlas App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

1. Both you and Atlas acknowledge that the Terms are concluded between you and Atlas only, and not with Apple, and that Apple is not responsible for the Application or the Content;

2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;

3. You will only use the Application in connection with an Apple device that you own or control;

4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;

5.  In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;

6. You acknowledge and agree that Atlas, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;

7. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Atlas, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;

8.  You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

9. Both you and Atlas acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and

10. Both you and Atlas acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that 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 the third-party beneficiary hereof.

11. 
    

Can I refer other users?

From time to time Atlas may offer rewards or incentives for referring others to the Services. For details of any current referral offers, please see our referral page https:// www.heyatlas.com/referral . The referring user (“Referrer”) may refer individuals or entities who are neither current customers of Atlas nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with Atlas. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Atlas reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Atlas' discretion for any reason or for no reason whatsoever. If Atlas determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Atlas reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by Atlas to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.

What else do I need to know?

Warranty Disclaimer. Atlas and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Atlas and all such parties together, the “Atlas Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Atlas Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Atlas Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Provider Benefits. THE SERVICES AND CONTENT ARE PROVIDED BY ATLAS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ATLAS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Atlas Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Atlas' prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Atlas and limits the manner in which you can seek relief from Atlas. Both you and Atlas acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Atlas' officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Atlas will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Atlas will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

(c) Small Claims Court; Infringement. Either you or Atlas may assert claims, if they qualify, in small claims court in San Francisco or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. 

(d) Waiver of Jury Trial. YOU AND ATLAS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Atlas are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Atlas over whether to vacate or enforce an arbitration award, YOU AND ATLAS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) 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. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Atlas is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below. 

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: clientes@heyatlas.com  postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Atlas to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Atlas agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, or the federal district in which that county falls. 

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Atlas.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Atlas may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Atlas agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Atlas, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Atlas, and you do not have any authority of any kind to bind Atlas in any respect whatsoever.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and Atlas agree there are no third-party beneficiaries intended under these Terms.