These Terms of Use (“Terms”) apply to your use of Ham.Live website and service for creating and accessing ham radio nets (the “Service”). By registering for or accessing or using the Service, you agree to the terms and conditions of these Terms, which form a binding contract between you and Constant Digital Holdings, LLC (“Ham.Live,” “we,” “us” or “our”). If you do not agree to these Terms, do not access, register or use the Service.

The term “you” or “your” as used herein means the individual that has registered to use the Service and any employer of that individual or legal entity on whose behalf the individual has registered to use the Service. You represent and warrant that you are authorized to act on behalf of and bind such employer or legal entity.

Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” 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. By using the Service, you are agreeing to abide by and be bound by these Terms.

1. Registration. Prior to accessing and using the Service, you shall register and create an account with Ham.Live to access the Service. You shall provide certain information, including your name, location and ham radio callsign. You shall provide full, complete and accurate information when registering or creating an account, and update that information promptly if it should change. You are responsible for any use of your account. You shall promptly notify Ham.Live if there is any unauthorized use of your account of which you become aware.
2. Eligibility. You must be at least 18 years of age and have the legal capacity to enter contracts to register and use the Service. You further affirm that (a) you are not a resident of (or will use the Service in) a country that the U.S. government has embargoed for use of the Service, nor are you named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations, and (b) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and to abide by and comply with these Terms.
3. Data Privacy. We collect, process, transfer and secure your personal data pursuant to the terms of the Ham.Live Privacy Policy, and in accordance with applicable data protection laws.
4. Your Content. You hereby grant Ham.Live a non-exclusive, royalty-free, fully paid-up, sublicensable (through one or more tiers of sublicensees), and transferable license to use, reproduce, create derivative works of, distribute, perform and display Your Content for the purpose of (i) providing the Service, and (ii) developing, maintaining, supporting or improving the Service. You acknowledge and agree that Ham.Live may collect technical information and data about your use of the Service. You shall not provide, disclose or deliver any of Your Content to Ham.Live that you do not own or otherwise have a valid authorization or license to do so or that is defamatory, obscene, harassing, infringing or otherwise in violation of any intellectual property, privacy or publicity right or applicable law. “Your Content” means any data (including your ham radio callsign, name, avatar, photo and email), links, information, media, content or materials, including any live ham radio or other communications, provided, disclosed, posted or delivered by you via the Service.
5. Restrictions. You shall not, and shall not permit your employees or contractors to, share any account or access credentials for the Service with third parties. You shall establish appropriate security measures, consistent with industry standards, to protect the Service from unauthorized use. You shall notify Ham.Live promptly of any actual or alleged unauthorized use of the Service of which you become aware. In addition, You shall not (and not allow, permit, authorize, or assist any third party to): (i) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of, any part of the Service; (ii) use or integrate the Service, or any component thereof, with any software, hardware or system other than your Systems (as defined below) without Ham.Live’s express prior written agreement; (iii) sell, resell, license, sublicense, distribute, rent or lease any part of the Service or include any part of the Service in a service bureau or outsourcing offering, or encumber the Service with any lien or grant a security interest in the Service; (iv) publish or otherwise disclose to any third party any results of any benchmark or other performance test of the Service; (v) remove, alter or obscure any proprietary rights notices contained in or affixed to the Service; (vi) copy, frame or mirror any part of the Service; (vii) access the Service for the purposes of monitoring its availability, performance or functionality; (viii) access, or use any materials, content, technology, information or data available via or forming a part of the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (ix) attempt to knowingly disrupt, degrade, impair or violate the integrity or security of the Service, including, without limitation, by executing any form of network monitoring; (x) use the Service to knowingly store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (xi) knowingly provide incomplete or inaccurate information when registering or creating an account; or (xii) take any action that knowingly imposes, or may impose an unreasonable or disproportionally large load on Ham.Live’s infrastructure.
6. Your Systems. You are solely responsible for the operation and maintenance of your Systems and for having all equipment and internet access necessary to access and use the Service. Ham.Live disclaims all warranties, express or implied, and shall have no liabilities to You, arising from or related to the operation or maintenance of your Systems or any incompatibilities, faults, defects or damage attributable thereto. Your “Systems” means any ham radio device and related systems, server systems, mobile devices, personal computers or other equipment owned, operated or managed by You on which the Service is accessed; except to the extent caused by the negligence or willful misconduct of Ham.Live.
7. Feedback. You may have the opportunity to present to Ham.Live recommendations or feedback for new features, functionality or other improvements to the Service (“Feedback”), which Ham.Live will consider, at its sole discretion, implementing in future updates to the Service. The parties agree that all Feedback is and shall be given voluntarily. Ham.Live shall have the perpetual, unrestricted, worldwide right to use the Feedback for any purpose, including as part of the Service or improving the Service, without any obligation or payment to you.
8. Resultant Data. Notwithstanding anything to the contrary in these Terms, Ham.Live shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom) (collectively, “Resultant Data”), and Ham.Live will be free to (i) use such Resultant Data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Ham.Live offerings; and (ii) disclose such Resultant Data solely in aggregated or other de-identified form.
9. Changes to Service. You understand and agree that Ham.Live may change or discontinue the Service or change or remove functionality of the Service at any time in Ham.Live’s sole discretion. Changes or service discontinuation will occur without prior notice
10. Ownership. Except for the rights expressly granted in these Terms, Ham.Live retains all right, title and interest, including all intellectual property rights, in and to the Service and its documentation. No implied license or right is granted by Ham.Live by estoppel, reliance or otherwise.
11. Representations and Warranties; Disclaimer
    1. Organization; Authority. Each party represents and warrants to the other party that such party is a corporate entity duly organized, validly existing, and in good standing under the laws of the state or country first indicated above as such party’s state or country of incorporation, and such party has all necessary corporate power and authority to execute and deliver these Terms, to perform its obligations under these Terms, and to consummate the transactions contemplated hereby.
    2. Your Warranties. You hereby represent and warrant to Ham.Live that: (i) you are duly licensed and authorized to operate a Ham radio on the applicable frequency; (ii) Ham.Live’s use, reproduction, modification, distribution, performance and display of Your Content will not knowingly infringe, violate or misappropriate any intellectual property rights of a third party; (ii) you exclusively own or have a valid and written license agreement to Your Content provided to Ham.Live via the Service or otherwise and have all rights necessary to grant to Ham.Live the rights and licenses contained in these Terms; (iii) you have the authority to provide, disclose and deliver Your Content to Ham.Live and doing so will not knowingly violate any applicable laws, regulations, contractual commitments or privacy commitments; and (iv) Your Content does not knowingly include any viruses, trap doors, time bombs, Trojan horses or other malicious code.
    3. Disclaimer. THE SERVICE IS PROVIDED BY COMPANY “AS IS,” AND NEITHER HAM.LIVE NOR ITS LICENSORS OR PROVIDERS OF THE PREMISES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE, AND COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. COMPANY DOES NOT GUARANTEE OR WARRANT THAT THE SERVICE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, OR MEET CUSTOMER’S REQUIREMENTS.
12. Indemnification.
    1. Your Indemnification You, at your expense, shall indemnify, defend and hold harmless, or at your option, settle, any third-party claim, demand, suit, action, or proceeding, including reasonable costs, damages, liabilities, losses, judgments and reasonable expenses (including reasonable attorneys’ fees) associated therewith (individually a “Claim” and collectively, “Claims”) made or brought against Ham.Live alleging (i) facts, that if true, would constitute a breach of Your representations, warranties and covenants under these Terms; (ii) Your use of the Premises (including any personal injury or property damage caused as result of such use); (iii) Ham.Live’s using, reproducing, modifying, distributing, performing or displaying of Your Content infringes, violates or misappropriates any intellectual property right; except to the extent any Claim is due to the negligence or willful misconduct of Ham.Live.
    2. Indemnification Procedures. The indemnified party shall: (i) notify the indemnifying party promptly in writing of any Claim; (ii) provide reasonable assistance in connection with the defense and settlement thereof; and (iii) permit the indemnifying party to control the defense and settlement thereof, provided that the indemnifying party shall not settle any Claim without the indemnified party’s prior written consent. The indemnified party may, at its expense, participate in the defense of any Claim with counsel of its choice.
13. LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $100. THE DISCLAIMERS AND LIMITATIONS IN SECTION 11 AND THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
14. Term and Termination. We may suspend or terminate these Terms or your access to the Service at any time for any reason with or without notice to YOU.
15. Force Majeure. No default, delay or failure to perform on the part of either party will be considered a breach of these Terms if such default, delay or failure to perform is shown to be due to causes beyond reasonable control of the party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.
16. Arbitration
    1. Initial Dispute Resolution. We are available by email at support@ham.live to discuss any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration.
    2. Binding Arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to section 23(a) above, then either party may initiate binding arbitration. Unless you have opted out as set forth below, all claims arising out of or relating to these Terms (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Consumer Arbitration Rules and the supplementary procedures for consumer-related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act shall exclusively govern the interpretation and enforcement of this arbitration provision.
    3. The AAA’s rules governing the arbitration may be accessed at www.adr.org or by calling the AAA at 1.800.778.7879. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. A request for payment of filing fees should be submitted to AAA along with your form for initiating the arbitration, and we will make arrangements to pay all necessary filing fees directly to AAA. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. The arbitration rules also permit you to recover attorneys’ fees in certain cases.
    4. The parties understand that, absent this mandatory provision, they would have the right to sue in court. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
    5. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
    6. 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the preceding paragraphs by sending written notice of your decision to opt-out to the following address: support@ham.live The notice must be sent within thirty (30) days of creation of an account via the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
    7. Exception - Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
    8. Exclusive Venue for Litigation. Solely to the extent the arbitration provisions set forth above do not apply, or for purposes of either party seeking injunctive relief or for enforcing an award granted to it pursuant to arbitration, the parties agree that any litigation between them shall be filed exclusively in the federal district court for the Central District of California, or, if federal subject matter jurisdiction is lacking, then in the state courts located in Los Angeles County, California. The parties expressly hereby consent to exclusive jurisdiction in the aforesaid courts for any litigation, hereby and also consent to personal jurisdiction in said courts for any litigation and waive, for all purposes, their right to challenge the lack of personal jurisdiction of said courts over any litigation arising in connection with, out of, or as a result of (a) these Terms or the Service, and (b) any acts or omissions of you in connection with these Terms or the Service.
17. Governing Law and jurisdiction. These Terms will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflict of laws principles.
18. Electronic Communications. When you access and use the Service or send email to us, you are communicating with Ham.Live electronically. You consent to receive communications from Ham.Live either by email or by posting notices on the Ham.Live website. You agree that all agreements, notices, disclosures and other communications that Ham.Live provides to you electronically satisfy any legal requirement that such communications be in writing. If you do not provide Ham.Live with accurate information, Ham.Live cannot be held liable if it fails to notify you.
19. General Provisions. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms will be construed to (i) give either party the power to direct and control the day-to-day activities of the other; (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. These Terms will be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. No modification of, or amendment to, these Terms will be effective unless in writing signed by an authorized representative of each party. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. No waiver of any term or condition of these Terms will be valid or binding on either party unless the same will have been mutually assented to in writing by an officer of both parties. The failure of either party to enforce at any time any of the provisions of these Terms, or the failure to require at any time performance by the other party of any of the provisions of these Terms, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The titles and section headings used in these Terms are for ease of reference only and shall not be used in the interpretation or construction of these Terms. No rule of construction resolving any ambiguity in favor of the non-drafting party shall be applied hereto. The word “including,” when used herein, is illustrative rather than exclusive and means “including, without limitation.” These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions and agreements between the parties with respect to such subject matter. You shall not assign or delegate these Terms or any of its licenses, rights or duties under these Terms without the prior written consent of Ham.Live, and any purported assignment shall be void and of no force or effect. Ham.Live may freely assign these Terms. Any notice or other communication required or permitted to be delivered hereunder must be in writing and sent by email to the email on your account and to Ham.Live at support@ham.live. Such notice will be deemed to have been given when delivered.