Terms of Use

I. Agreement to Terms; Amendments; Limitations of Rights.

     (a) Arena Talent Inc. (together with its corporate affiliates, “Arena” or “we”) provides a proprietary online platform for individuals and enterprises to further career opportunities, which is accessible through Arena’s website located at https://arenatalent.com (the “Site”), and related services (collectively, including any new features and applications for the platform, services, and Site, the “Service”). All access to or use of the Service by you (“User” or “you”) is subject to these Terms of Use, as they may be amended from time to time (the “Terms of Use”). 

     (b) By accessing or using the Service in any way (including, for example, registering as a user, signing up for an account, providing information, data, or content, or otherwise visiting the Service), whether as a registered user or a guest user, you, as the User, (i) agree that you have read, understood, and agreed to be bound by these Terms of Use, and (ii) consent to the collection and use of any information you submit via the Service pursuant to these Terms of Use and Arena’s Privacy Policy.

     (c) Sometimes, in addition to these Terms of Use, there are separate and additional terms, policies, or rules that apply to your access to or use of certain features or functions of the Service or to a product or service offered through the Service (collectively “Additional Terms”). If and to the extent that there is a conflict between these Terms of Use and any Additional Terms, unless the Additional Terms say otherwise, the Additional Terms control to resolve the conflict, but only with respect to the applicable features, functions, product, or service; and these Terms of Use apply in all other respects.

     (d) Arena reserves the right, at its sole discretion, to modify or amend these Terms of Use or any Additional terms at any time, with or without advance notice. If Arena does so, it will post the new version of these Terms of Use or Additional Terms on our Site and will indicate at the top the date they were last revised. A new version of the Terms of Use and/or Additional Terms is effective upon posting and your continued access to or use of the Service after such posting constitutes your acceptance of the new version. If you do not agree to abide by these or any future version of the Terms of Use or Additional Terms, you must not use or access the Service. It is your responsibility to regularly review the Terms of Use and all applicable Additional Terms to determine if there have been changes and whether such changes are acceptable to you.

     (e) PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IN PARTICULAR, THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST ARENA TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ARENA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS AGAINST ARENA RESOLVED IN COURT OR BY A JURY.

2. Eligibility.

By using the Service, you represent and warrant that you are at least the age that applicable law permits to hold a full-time job. In addition, Arena does not permit any access to or use of the Service by anyone under 18 years old. Registration for and access to the Service is void where prohibited.

3. Service Content; Arena Software; Restrictions and Limited License

     (a) All (i) content on the Service, including but not limited to the information, data, design, text, graphics, photos or other audiovisual materials, layouts, tools, files, links, and their selection, arrangement, and “look and feel” (collectively, the “Service Content“), (ii) software and other technology that are used by or for Arena to power the Service or that is distributed via the Service (the “Arena Software”), and (iii) all associated patents, trademarks, service marks, trade dress, trade secrets, copyrights, and other intellectual property and proprietary rights are the property of Arena or its licensors. All rights not expressly granted in these Terms of Use are reserved by Arena and its licensors.

     (b) Except as expressly set forth in these Terms of Use, you are not permitted to modify, copy, distribute, sublicense, download, create derivative works of, reverse engineer, disassemble, display, perform, republish, frame, or otherwise transmit the Service Content or Arena Software, or any part of either, or attempt to access any related source code, without Arena’s prior written consent in a separate written agreement signed by an authorized executive of Arena.

     (c) Subject to your strict compliance with these Terms of Use, Arena grants you a limited, personal, non-exclusive, non-assignable, non-transferable, revocable license to access, display, view, and use the Service Content on a personal computer, tablet, mobile device, or other internet-enabled device with a web browser, as such Service Content is displayed to you in the Service, for your personal use only in connection with your efforts to pursue career opportunities or source talent via the Service. This limited license is limited to the rights expressly granted, and it does not grant you any ownership or other interest in or to the Service, the Service Content, the Arena Software, or any intellectual property or other rights of Arena or its licensors. Arena may, without any liability to you, terminate or suspend this license (and your access to the Service) at any time, for any or no reason, and with or without advance notice to you. 

4. User Data and Other User Content; Licenses.

     (a) When you sign up to be a User on the Service, you will provide certain data and information about yourself or your company (“User Data”). The types of User Data that you can or must provide may vary depending on the nature of your membership or account with Arena. All User Data that you submit (or that is submitted on your behalf) must be true, accurate, current, and complete, and you must promptly update this User Data as necessary to keep it true, accurate, current, and complete at all times. Some of your User Data may be personal information that is protected by applicable laws. To the extent that you submit such personal information as part of your User Data, Arena’s Privacy Policy applies.

     (b) You are solely responsible for the User Data that you submit. As between you and Arena, you own the User Data, subject to the rights and licenses granted by you in these Terms of Use or otherwise. You understand and agree that Arena may, but is not obligated to, monitor, review, filter, delete, modify, or remove any User Data for any reason in Arena’s sole discretion, including, without limitation, if Arena believes that such User Data violates these Terms of Use in any way.

     (c) You represent and warrant that: (i) you have all necessary rights, licenses, and/or consents necessary to provide the User Data for the purposes specified in these Terms of Use and our Privacy Policy, and (ii) the User Data does not violate, infringe, or misappropriate the rights of any third party.

     (d) If you post any User Data or any other content, information, communications, or data (“Other User Content”) in any area of the Site or Service that is viewable by other users or the public, you expressly permit any such viewer to access, display, view, store, and copy such User Data and Other User Content for their personal use in connection with their permitted use of the Service. Similarly, if you access any such data, content, or information of another Service user, you agree that you may access and use such data, content, or information solely for your personal use in connection with your permitted use of the Service.

     (e) You grant Arena a license to do any or all of the following with the User Data and Other User Content that is submitted by or for you:  (i) copy, adapt, translate, display, perform, create derivative works of, store, publish, distribute, and use your User Data and User Content for purposes of providing the Service to you and to potential employers seeking candidates on the Service, and (ii) modify, update, or delete your User Data and/or Other User Content, in whole or in part, if Arena learns (whether from you, an employer, or publicly available information) that your User Data and/or Other User Content is inaccurate or outdated (including, for example, if you have accepted a new position or left your current organization).

     (f) Arena may, without any liability to you, terminate or suspend your account and/or your access to the Service temporarily or permanently if it suspects that any User Data or Other User Content is untrue, inaccurate, incomplete, not current, misleading, or otherwise problematic in Arena’s sole discretion.

     (g) You understand and agree that Arena may use or disclose any information related to you in Arena’s possession, custody, or control (including User Data and Other User Content): (i) for any reasonable purpose to the extent such use facilitates Arena’s operation of the Service, (ii) to investigate or take action to prevent or remediate any activities that may be unlawful or harmful to Arena, the Service, or others, (iii) to exercise Arena’s rights under these Terms of Use, (iv) in response to a subpoena or other governmental order having the force of law, or (v) in connection with a corporate merger, sale, other similar transaction involving Arena.

5. Copyright Policy.

     (a) Arena respects the intellectual property rights of others. A copyright owner or its agent who believes that any material or content on the Service infringes upon its copyrights may submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. §512(c)(3) for further detail):

          (i) A physical or electronic signature of the owner of the right that is allegedly infringed or a person authorized to act on their behalf;

          (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of the copyrighted works;

          (iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Service;

          (iv) Information reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone number, and email address;

          (v) A statement that the owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

          (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

     (b) Our designated Copyright Agent to receive these notifications of claimed infringement is:

          Copyright Claims 

          Arena Talent Inc.

          8 The Green #10887

          Dover, DE 19901

          parul@arenatalent.com

          908-907-6125

     (c) Upon receipt of a notification of claimed infringement in compliance with the DMCA, Arena will respond as set forth in the DMCA.

6. Service Code of Conduct.

You understand that Arena makes the Service available to users like you only for your personal use in compliance with applicable laws and with these Terms of Use. You represent and warrant that:

     (a) no User Data or Other User Content will (i) threaten any third party’s safety, (ii) violate, misappropriate, or infringe on the rights of any third party, including but not limited to any copyright, trademark, privacy, or other personal or proprietary rights, or (iii) contain libelous, defamatory, or otherwise unlawful or illegal material or content; 

     (b) you will not scrape, harvest, or collect email addresses or other information about other users or employers on the Service by electronic or other means for any purpose;

     (c) you will not send unsolicited emails or other unsolicited communications to other Service users and will not attempt to submit spam or bulk messages, but instead will communicate only with you mutual matches or talent being considered for real career opportunities;

     (d) you will not use automated scripts to collect information from the Service or for any purpose;

     (e) you will not use the Service in any unlawful manner or in any other manner that could circumvent security measures or that could damage, disable, overburden, or impair the Service;

     (f) you have obtained the written consent, release, and/or permission of every identifiable individual whose data, information, or likeness appears in the User Data or Other User Content  (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request);

     (g) you will not use the Service to:

          (i) upload, post, email, transmit or otherwise make available any User Data or Other User Content that we deem, in our sole discretion, to be harmful, threatening, abusive, deceitful, misleading, harassing, vulgar, offensive, obscene, hateful, or racially, ethnically or otherwise objectionable;

          (ii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;

          (iii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, bulk email, advertisements, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

          (iv) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

          (v) intimidate or harass another; or

          (vi) create a false identity on the Service.

7. Third-Party Sites and Services.

The Service may contain links to other services or websites. Arena is not responsible for the content, accuracy, products, or services available from such services and websites. In addition, the Service may allow you to connect to third-party services (for example, to transmit User Data or Other User Content to or from the third-party service). Inclusion of any third-party service or website on the Service does not imply approval or endorsement by Arena of the service, website, or third party or their features, functions, privacy, or security. If you decide to access these third-party services or websites, you do so at your own risk and subject to the third party’s party terms and conditions (“Third-Party Terms”). 

8. Compliance with Laws; No Responsibility for Hiring and Staffing Decisions. 

     (a) You are required to comply with all applicable laws and regulations in connection with your access to and use of the Service, including without limitation, labor and employment laws, tax laws, export control laws, and any other legal or regulatory requirements. You further agree to comply with any additional policies, rules, or terms that Arena imposes with respect to the Service by providing in written or online form.

     (b) You understand and agree that Arena acts only as a platform provider to provide a tool that is intended, among other features, to help connect individuals and organizations for the purposes of obtaining career opportunities. Arena does not, through the Service or otherwise, make or recommend any hiring, staffing, or recruiting decisions on behalf of users, employers, or anyone else. Any decisions to hire, recruit, or engage any individual or entity are entirely the user’s and not Arena’s. Any decision to post User Data or to communicate with an employer or accept a job is entirely yours and not Arena’s. You further acknowledge and agree that the Service may include elements of machine learning or artificial intelligence, and you consent to that in connection with your use of the Service. To the maximum extent permitted under applicable law, Arena disclaims any responsibility, duty, and liability arising from or related to the hiring, recruiting, staffing, or other engagement of talent.

9. Term and Termination.

     (a) These Terms of Use remain in full force and effect until you or Arena terminates your Service account and/or your access to the Service. 

     (b) You may delete your Service account and end your membership at any time, for any or no reason, by canceling from within your Service account or by contacting Arena at support@arenatalent.com. Arena may terminate your access to the Service and/or your membership at any time for any reason, including without limitation if you violate these Terms of use or any Additional Terms or other agreement(s) with Arena or if you remain inactive on the Service for an extended period of time. 

     (c) After termination, Arena’s obligations under these Terms of Use terminate, but your obligations remain in effect. If you delete or cancel your account, you understand that Arena may delete all of the data, information, and content relating to your account, including your User Data and any other data, information, and content relating to you and/or your use of the Service. You agree that Arena will not have liability whatsoever to you or anyone else for such deletion or for any termination of your Arena account.

10. Fees.

Arena reserves the right to charge for the Service and/or to impose fees for different levels of access to features and functions. Any fees for the Service are charged in advance of the period to which the payment applies (e.g., a monthly or annual subscription) and are nonrefundable. You agree to pay all fees and charges incurred in connection with your orders and purchases (including any taxes imposed on your orders and purchases, including, but not limited to, applicable shipping fees, sales, use, custom or value-added taxes) at the rates in effect when the charges were incurred. Arena may change such fees and charges from time to time in its discretion upon posting such new fees and charges within the Service. If you purchase a recurring subscription, you must maintain an accurate and current payment method on file with Arena, and you hereby authorize Arena to automatically charge all applicable fees and charges to that payment method as those fees and charges become due, without any additional authorization required. If Arena terminates these Terms of Use and/or your access to the Service due to your breach, you are not entitled to any refund for the remaining period of your paid subscription (if any). If you terminate your paid Service account, the termination will be effective at the end of the period for which you have paid, and you will then move to the free version of the Service unless you have terminated your Service account completely.

11. Password And Account Security.

When you sign up for the Service, you will be required to choose a unique password. You are responsible for choosing a strong password that complies with our requirements, and you must maintain the confidentiality of any login credentials for the Service. You agree not to use or attempt to use the account, email address, or password of any other Service user at any time. You are solely responsible for all activity by anyone using your account and/or password. If you suspect unauthorized use of your account or your password, please contact us at support@arenatalent.com.

12. User Disputes.

You are solely responsible for your interactions with employers and other users. Arena reserves the right, but has no obligation, to monitor disputes between you and employers or other users.

13. Indemnification.

You agree to indemnify and hold harmless Arena, any of its parent, subsidiary, or affiliated entities, and each of their respective officers, directors, employees, owners, contractors, and agents from and against any claims, demands, suits, investigations, and proceedings, and any resulting loss, damages, liability, fines, penalties, costs, and expenses (including attorneys’ fees and other costs of litigation, defense, and settlement), that arise out of or result from: (a) your use of the Service and any of your activities, acts, or omissions relating to the Service, (b) your actual or alleged failure to comply with these Terms of Use, any Additional Terms, or any other terms, conditions, or agreements between you and Arena, (c) your actual or alleged failure to comply with all applicable laws, (d) your User Data, Other User Content, or any data or information provided by you to Arena or any third party in connection with your use of the Service, or (e) any allegation that you have been misleading or deceptive, that you have made any misrepresentation, or that you have engaged in negligent or intentional misconduct (including without limitation fraud) (collectively, “Indemnified Claims and Losses”). Arena will provide notice to you of any Indemnified Claims and Losses, and you must promptly respond and assume such obligation and liability.

14. Disclaimers.

     (a) THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND ARENA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ARENA CANNOT AND DOES NOT GUARANTEE CONTINUOUS AVAILABILITY OF THE SERVICE OR ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. YOU UNDERSTAND THAT THE SERVICE MAY SOMETIMES BE TEMPORARILY UNAVAILABLE. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

     (b) ARENA IS NOT RESPONSIBLE FOR ANY USER DATA, OTHER USER CONTENT, OR THE CONTENT OR INFORMATION OF THIRD PARTIES, INCLUDING THAT OF EMPLOYERS OR OTHER USERS OF THE SERVICE AND INCLUDING ANY OF THE FOREGOING THAT VIOLATES THESE TERMS OF USE OR THAT IS OFFENSIVE, INCORRECT, OR INACCURATE. ARENA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR MEMBER OF THE SERVICE. ARENA IS A PLATFORM THAT ATTEMPTS TO ENABLE CONNECTIONS BETWEEN USERS AND EMPLOYERS, AND ARENA DOES NOT ENDORSE, GUARANTEE, OR OTHERWISE MAKE ANY PROMISES WITH RESPECT TO ANY EMPLOYERS OR EMPLOYMENT OPPORTUNITIES THROUGH THE SERVICE OR ANY JOBS THAT MAY RESULT FROM USE OF THE SERVICE.

     (c) UNDER NO CIRCUMSTANCES IS ARENA RESPONSIBLE OR LIABLE FOR (i) ANY LOSS, DAMAGE, ACT, OR OMISSION THAT IS OUTSIDE OF ARENA’S CONTROL, INCLUDING AS A RESULT OF THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY, OR (ii) ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, ARISING FROM OR RELATING TO ANYONE’S USE OF THE SERVICE, ANY CONTENT POSTED ON OR TRANSMITTED THROUGH THE SERVICE, OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE.

15. Limitations of Liability.

     (a) TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT IS ARENA LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR LOST DATA, LOST PROFITS, OR LOST OPPORTUNITIES, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE AND/OR THESE TERMS OF USE, EVEN IF ARENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF USE OR OTHERWISE, ARENA’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM OR SERIES OF CLAIMS ARISING FROM OR RELATING TO THESE TERMS OF USE WILL NOT EXCEED US$100, REGARDLESS OF THE FORM OF THE ACTION.

     (b) SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS IN THIS SECTION AND/OR IN SECTION 14 (DISCLAIMERS) ABOVE MAY NOT APPLY TO YOU. YOU AGREE THAT THE INTENT OF YOU AND ARENA IS THAT THESE SECTIONS SHOULD BE CONSTRUED TO APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

16. Dispute Resolution By Binding Arbitration.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. You and Arena intend for this Section 16 (Dispute Resolution by Binding Arbitration) to be a separate agreement to arbitrate such disputes and claims (the “Arbitration Agreement”).

     (a) Agreement to Arbitrate. You and Arena agree that any and all disputes or claims that have arisen or may arise between you and Arena, whether arising out of or relating to these Terms of Use (including any alleged breach), the Service, or any aspect of the relationship or transactions between you and Arena, must be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Section, except that this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can in some cases seek relief against Arena on your behalf. You agree that, by using the Service and/or agreeing to these Terms of Use, you and Arena each agree to waive any right to a trial by jury or to participate in any class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

     (b) Informal Dispute Resolution. If you have any issues with the Service or your experience with Arena, please email Arena customer service at support@arenatalent.com. Most issues or disputes can be resolved quickly and amicably through this channel. 

     (c) Escalation; Dispute Notice. If these efforts are unsuccessful, either you or Arena may escalate the issue by submitting a written notice of dispute to the other (a “Dispute Notice”) in a manner that complies with Section 18 (Notices) of these Terms of Use. The Dispute Notice must (i) describe the nature and the factual and legal basis of the claim or dispute, and (ii) set forth the specific relief sought. Upon receipt of a Dispute Notice, you and Arena agree to engage in good-faith discussion and negotiation to attempt to resolve the dispute. If you and Arena do not resolve the dispute within 60 calendar days after the Dispute Notice is received, either you or Arena may commence a binding arbitration proceeding as described below in this Arbitration Agreement.

     (d) Arbitration Procedures. Arbitration will be conducted by a single neutral arbitrator selected in accordance with the rules and procedures of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (the “AAA Rules”), as modified by this Arbitration Agreement. You can get information about the AAA, the AAA Rules, and related fees at the AAA website at https://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement control unless the arbitrator determines that this would be inconsistent with the parties’ intent under this Arbitration Agreement and the Terms of Use. You and Arena intend for the arbitrator to decide all issues, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator may award the same relief (damages or otherwise) on an individual basis that a court could award to an individual under the Terms of Use and applicable law. Decisions by the arbitrator are enforceable in any court of competent jurisdiction and reviewable by a court only for very limited reasons pursuant to applicable law. Unless you and Arena agree otherwise in writing at the time of the dispute, any arbitration hearings will take place via video conference unless the arbitrator orders otherwise (in which case any in-person proceedings will be in Mercer County, New Jersey). The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

     (e) Costs of Arbitration. Each party will pay its own costs and expenses (including its own attorneys’ fees) and will equally split the fees of the AAA and/or the arbitrator, unless (i) you and Arena agree in writing to a different payment arrangement at the time of the dispute, or (ii) the arbitrator orders otherwise. The prevailing party in any proceeding under this Arbitration Agreement, as determined by the arbitrator, is entitled to recover from the other its fees and expenses incurred in connection with the proceedings, unless the arbitrator finds good cause to order otherwise.

     (f) Confidentiality. All aspects of the arbitration proceeding, including any discussions and negotiations of the parties and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of the parties, and both you and Arena agree to maintain such confidentiality for the benefit of both parties.

     (g) No Class Actions or Representative Actions. YOU AND ARENA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ARENA AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

     (h) Severability. If the arbitrator or a court of competent jurisdiction holds that any term or provision of this Arbitration Agreement (other than subsection (g) (No Class Actions or Representative Actions)) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If the arbitrator or a court of competent jurisdiction holds that any of the provisions of that subsection (g) are invalid or unenforceable, then this entire Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. In any event, the remainder of the Terms of Use will continue to apply.

     (i) Changes to Arbitration Agreement. Notwithstanding any provision in the Terms of Use to the contrary, Arena agrees that if it wishes to modify or amend this Arbitration Agreement while you are a user of the Service, you may reject any such change by sending Arena written notice within 30 calendar days of the change specifying the change(s) to which you object. By rejecting any such modification or amendment to this Arbitration Agreement, you agree that you will arbitrate any dispute between us in accordance with the unmodified version of this Arbitration Agreement.

17. Governing Law And Venue.

The laws of the State of Delaware (without regard to its conflict of law provisions) govern these Terms of Use and all matters arising from or relating to these Terms of Use and/or your use of inability to use the Service. With respect to any disputes or claims not subject to arbitration, as set forth above, you also agree to the exclusive personal jurisdiction and venue of the state and federal courts located in Trenton, New Jersey, and you waive all claims of lack of personal jurisdiction and inconvenient forum. Any claim or cause of action by you with respect to the Service or these Terms of Use must be instituted within one (1) year after the claim or cause of action arose, or it is waived and time-barred.

18. Notices.

Notices under these Terms of Use must be in writing and sent in compliance with this Section. Notices to you may be sent to the address or email address you provided to Arena in your Service account. Notices to Arena must be sent to 28305 Cherry Blossom Court, Lawrence Township, NJ 08648, or to legal@arenatalent.com. Notices are considered as properly received: (a) when delivered, if delivered in person; (b) one business day after sending, if sent by email or sent by reputable overnight delivery service that provides signed acknowledgment of receipt (e.g., FedEx or UPS); or (iii) three business days after deposit in the U.S. Mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. You may change your address for notices by modifying the information in your Service account. Arena may change its address for notices by posting it in the Service or by providing you with written notice.

19. General Terms. 

These Terms of Use and any Additional terms constitute the entire agreement between you and Arena regarding the Service, superseding any prior agreements between you and Arena relating to the Service. Arena’s failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Except as otherwise set forth above with respect to the Arbitration Agreement, if any provision of these Terms of Use is held invalid or unenforceable for any reason, the remainder of these Terms of Use will continue in full force and effect, provided that each party’s essential rights and obligations remain legal, valid, and enforceable. You may not delegate, assign, or otherwise transfer any of your rights or obligations under these Terms of Use to any third party without Arena’s prior written consent. Arena may delegate, assign, or transfer its rights and obligations under these Terms of Use , in whole or in part, without notice or consent. By using the Service or registering for a Service Account, you consent to Arena’s contacting you via email or other electronic means. You may opt out of certain communications by providing us with written notice.

20. Notice for California Users.

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact Arena as set forth in Section 18 (Notices) above.

21. Questions. 

If you have any questions about the Service or these Terms of Use, please email us at support@arenatalent.com or check the Service for more information.