Pasela Terms of Service

Last updated June 28, 2024

We are Positive Action, Inc. (“Positive Action”, “we” or “us”), an Idaho corporation with a registered office located at 264 4th Ave S, Twin Falls, Idaho 83301. We operate the “Pasela” website (the "Site"), as well as any other related products and Services that refer or link to these legal terms (the "Terms") (collectively, the "Services"). The site is a web-based application designed to deliver instructional content and Services from Positive Action.

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Positive Action concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these legal terms. If you do not agree with all of these legal terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these legal terms from time to time. We will alert you about any changes by updating the "last updated" date of these legal terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these legal terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised legal terms by your continued use of the Services after the date such revised legal terms are posted.

We may, at any time, revise or modify these Terms or impose new conditions for use of this Site. Such changes, revisions or modifications shall be effective immediately upon notice to you, which may be given by any means including, without limitation, posting notifications on the Site or notifying you by email. Any use of the Site by you after such notice shall be deemed to constitute acceptance of such changes, revisions or modifications.

The Services are intended for users who are at least 18 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these legal terms prior to you using the Services.

We recommend that you print a copy of the Terms of Use for your records.

Table of Contents

1. Our Services 2. Intellectual property rights 3. Prohibited activities 4. User submissions 5. User representations 6. User registration 7. Purchases and payment 8. Free trial 9. Cancellation 10. Third-party websites and content 11. Services management 12. Privacy policy 13. Term and termination 14. Modifications and interruptions 15. Dispute resolution 16. Waiver and severability 17. Electronic communications 18. Corrections 19. Disclaimer of warranties 20. Limitations of liability 21. Indemnification 22. User data 23. Electronic communications, transactions, and signatures 24. California users and residents 25. Miscellaneous 26. Entire agreement 27. International access 28. Contact us

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Subject to your compliance with these legal terms, including the "Prohibited Activities" section below, we grant you a non-exclusive, non-transferable, revocable license to:

  • Access the Services; and
  • Download or print a copy of any portion of the content to which you have properly gained access.
  • Solely for your personal, non- commercial use or internal business purpose.

Except as set out in this section or elsewhere in our legal terms, no part of the Services and no content or marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, content, or marks other than as set out in this section or elsewhere in our legal terms, please address your request to: [email protected].

If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or content, you must identify us as the owners or licensors of the Services, content, or marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our content.

We reserve all rights not expressly granted to you in and to the Services, content, and marks.

Any breach of these intellectual property rights will constitute a material breach of our legal terms and your right to use our Services will terminate immediately.

2. Intellectual property rights

You acknowledge that Positive Action and its licensors own all rights, title and interest in and to the Site, the Content, and all kits and program materials, including, but not limited to, manuals, instructional conent, lessons, activities, stories, posters, games, songs, and other works (“Content”). Except as provided in these Terms for your personal, non-commercial use as authorized above, you may not use, share, modify, reverse-engineer, make derivative works, reproduce or distribute, in whole or in part, the design or layout of the Site, any Content for any purpose without Positive Action's prior written consent.

A. Trademarks

The marks “Positive Action” and “Pasela”, and all other trademarks, trade names, trade dress service marks and logos (the "Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Positive Action and others. Unless otherwise stated on the Site, nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of Positive Action or any third party that may own the respective Trademarks. Except as expressly indicated on the Site, the name of Positive Action may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from Positive Action.

B. Your Use of Copyrighted Material on this Site

The text, Trademarks, logos, images, graphics, photos, audio and video files, application functionality, or any other digital media, and their arrangement on this Site, and all other Content are subject to patent, trademark, copyright and other intellectual property protection. The copyright in the arrangement of and or components of all material provided on this Site by Positive Action, including, without limitation, all Site Content is held by Positive Action or by the original creator of the material. Positive Action grants you a limited, non-exclusive and non-transferable license to use and display the materials on this Site only for the bona fide non-commercial purposes associated with your interaction with the Site. The license includes the right to print such materials but only for the stated non-commercial uses. Unless otherwise stated, you have no right to copy, display, reproduce, download, distribute, modify, edit, create derivative works, reverse engineer, decompile any code, script, or software forming the Site, alter or enhance the materials in any manner, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written consent of Positive Action or the copyright owner. This license terminates automatically and without notice if you violate any of these Terms. Upon termination, you must destroy any downloaded or printed materials obtained from this Site. Positive Action reserves all other rights not expressly granted by this License.

C. Confidential or Proprietary Information

Positive Action strives to provide the public with broad access to information about its products and services. In doing so, it is not Positive Action's intention to waive any intellectual property rights, including, without limitation, trade secrets, Positive Action may have in information on this Site under applicable laws. Positive Action has policies and procedures in place that are designed to prevent the disclosure on this website of information that Positive Action considers to be confidential or proprietary trade secret information. However, if at any time you obtain confidential or proprietary trade secret information from this Site that may have been inadvertently disclosed by Positive Action, you agree to act in good faith to recognize and respect the confidentiality of such information and you agree not to keep, make use of, or disclose any confidential or trade secret information you may obtain from this Site to anyone else and, after providing notice to Positive Action, you agree to immediately destroy any copies of the information, in any form, in your possession.

D. Claims of Copyright or Trademark Infringement. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Company also reviews claims of trademark infringement. If you believe in good faith that materials hosted by Company infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that Company will not respond to complaints that do not meet these requirements. If Company determines that the materials alleged to infringe your copyright or trademark rights do not require removal, Company will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful. If you believe in good faith that a notice of copyright infringement has been wrongfully filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided the original complaint; and (3) a physical or electronic signature (for example, typing your full name). Notices and counter-notices with respect to the Site must meet the then-current statutory requirements imposed by the DMCA (see for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

E. Material on the Site.

Positive Action reserves the right at any time in our sole discretion to modify or discontinue the Site, modify or discontinue any information or other Content contained on the Site, or terminate your account and your use of the Site, for any reason or no reason. You are responsible for all direct or indirect damages and liable for all activity conducted on this Site that can be linked or traced back to your account.

F. Student material reproduction.

Positive Action provides you with a limited, revocable, non-exclusive right to reproduce student worksheet materials downloadable from the Site. You are limited to sixty (60) copies per worksheet in a single calendar year.

3. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security - related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/ or the content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and / or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support Services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Upload or transmit(or attempt to upload or to transmit) viruses, trojan horses, or other material, including excessive use of capital letters and spamming(continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit(or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices(sometimes referred to as "spyware" or "passive collection mechanisms" or "PCMS").
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or Services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services' software, including but not limited to html, javascript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized use of the Services, including collecting usernames and/ or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with us or otherwise use the Services and / or the content for any revenue - generating endeavor or commercial enterprise.
  • Access any part of the Services, content, data or information you do not have permission or authorization to access or for which Positive Action has revoked your access.
  • Use the content for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence(ai) system.
  • Use Services, software or any manual or automatic device, tool, or process designed to circumvent any restriction, condition, or technological measure that controls access to the Services in any way, including overriding any security feature or bypassing or circumventing any access controls or use limits of the Services.
  • Cache or archive the content(except for a public search engine's use of spiders for creating search indices).
  • Take action that imposes an unreasonable or disproportionately large load on our network or infrastructure.
  • Do anything that could disable, damage or change the functioning or appearance of the Services, including the presentation of advertising.
  • Use robots, spiders, scripts, service, software, application programming interface(API) or any manual or automatic device, tool, or process designed to data mine or scrape the content, data or information from the Services, or otherwise use, access, or collect the content, data or information from the Services using automated means.
  • Create compilations or derivative works of the platform, the platform content, or any other materials from the platform.

4. User submissions:

Please review this section and the "Prohibited Activities" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you submit content through the Services.

By directly sending to us directly via electronic communication, using the service editing tools, feedback mechanisms, or any other method of transmission provided within the service, any question, comment, suggestion, idea, feedback, correction, lesson plans and modifications, revisions or other information about the content (collectively, "Submissions"), you agree to have been deemed to have assigned to Positive Action all intellectual property rights in and to such Submissions. You agree that we shall own all Submissions and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you submit through any part of the Services. You represent and warrant that you will not post or upload any Submissions that: (i) contain intellectual property owned by any other person or entity, (ii) that is in violation of any contract, law or other restriction, (iii) that you otherwise do not have the right to copy, use or share, or (iv) that otherwise violate these Terms of the policies of Positive Action. Therefore, without limiting any of the foregoing, you hereby represent and warrant that:

  • Confirm that you have read and agree with our "Prohibited Activities" and will not post, send, publish, upload, or transmit through the Services any submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading.
  • To the extent permissible by applicable law, waive any and all moral rights to any such submission.
  • Warrant that any such submission are original to you.
  • Warrant and represent that your submissions do not constitute confidential information.
  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your submissions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You have not identified a named individual person in your submissions.
  • Your submissions are not false, inaccurate, or misleading.
  • Your submissions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your submissions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable(as determined by us).
  • Your submissions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your submissions are not used to harass or threaten(in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your submissions do not violate any applicable law, regulation, or rule.
  • Your submissions do not violate the privacy or publicity rights of any third party.
  • Your submissions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well- being of minors.
  • Your submissions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your submissions do not otherwise violate, or link to material that violates, any provision of these legal terms, or any applicable law or regulation.

You are solely responsible for your submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law. We are not liable for any statements or representations in your submissions provided by you in any area on the Services. You are solely responsible for your submissions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your submissions.

Any use of the Services in violation of the foregoing violates these legal terms and may result in, among other things, termination or suspension of your rights to use the Services.

5. User representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these legal terms; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (6) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

You are responsible for all activities that occur under your account or password, whether or not authorized by you. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your login credentials, notify Positive Action immediately. We may assume that any communications we receive from your email or other address, or communications that are associated with your login credentials or your account on the Site, have been made by you unless we receive notice indicating otherwise.

6. User registration

You are required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. No sharing of passwords is permitted. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

7. Purchases and payment

We accept the following forms of payment:

 − Visa  − Mastercard  − American Express  − Discover

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as the term of your subscription is complete. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

Purchases and payments may be facilitated through third-party processors such as or Please refer to their respective websites for more information.

8. Free trial

We offer a 7-day free trial to new users who register with the Services. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.

9. Cancellation

All purchases are non-refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term.

10. Third-party websites and content

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

The Third-Party Content presented on or through the Site is made available solely for general information purposes. Positive Action does not warrant the accuracy, completeness or usefulness of the Content. Any reliance you place on such information is strictly at your own risk. Positive Action disclaims all liability and responsibility arising from any reliance placed on such Content by you or any other visitor to the Site, or by anyone who may be informed of any of its Content.

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these legal terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or Services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or Services.

Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

11. Services management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these legal terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these legal terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

12. Privacy policy

We care about data privacy and security. Please review our privacy policy: By using the Services, you agree to be bound by our privacy policy, which is incorporated into these legal terms, and as it is amended from time to time by Positive Action. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. children's online privacy protection act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Services as quickly as is reasonably practical.

13. Term and termination

These legal terms shall remain in full force and effect while you use the Services. Without limiting any other provision of these legal terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain ip addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these legal terms or of any applicable law or regulation. We may terminate your use or participation in the Services or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

14. Modifications and interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these legal terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

15. Dispute resolution

These Terms shall be interpreted and governed by the laws of the United States and the State of Texas without regard to conflicts of laws. Any dispute arising out of these Terms or the Services Policy shall be settled by final and binding arbitration conducted in Dallas, Texas, by one neutral arbitrator knowledgeable in the subject matter covered by these Terms, in accordance with this Section and the then current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The successful party in the arbitration shall be awarded by the arbitrator that party's costs and expenses, including attorneys' fees and administrative fees of the AAA. An award may be confirmed and judgment entered in any court having competent jurisdiction.

Except as otherwise provided for herein, any litigation initiated under such act or otherwise shall be conducted in a court of competent jurisdiction located in Dallas County, Texas.

In no event shall any claim, action, or proceeding brought by either party related in any way to the Services be commenced more than one (1) year after the cause of action arose.

16. Waiver and severability

No waiver of these Terms by Positive Action shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Positive Action to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

17. Electronic communications

When you use the Site or send emails to Positive Action, you are communicating with Positive Action electronically. You consent to receive electronically any communications related to your use of this Site. Positive Action may communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.

18. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. Disclaimer of warranties

You expressly agree that your use of this Site is at your sole risk. This Site, its content and any products and Services obtained through the Site (including, but not limited to, the materials) are provided to you on an "as is" "as available" basis, without warranties of any kind, and Positive Action hereby disclaims all warranties, either express or implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, accuracy, title, quiet enjoyment, and non-infringement.

Neither Positive Action nor any person associated with Positive Action makes any representation or warranty with respect to the completeness, security, reliability, quality, accuracy or availability of the Site, its content or any products or Services obtained through the Site.

Without limiting the foregoing, neither Positive Action nor anyone associated with Positive Action represents or warrants that the Site, its content or any products or Services obtained through the Site will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the Site or the server that makes it available are free of viruses or other harmful components or that the Site, its content or any Services obtained through the Site will otherwise meet your needs or expectations.

We will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services.

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or Services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

20. Limitations of liability

In no event will Positive Action, its licensors or content providers be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, any content on the Site or any products or Services obtained through the Site (including, but not limited to, the materials), including any direct, indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. By your use of this Site, you acknowledge that this paragraph shall apply to all content, products and Services available through this Site (including, but not limited to, the materials), except where the exclusion or limitation of liability which cannot be excluded or limited under applicable law. In any event, under no circumstances will Positive Action be liable to you for any amount exceeding the amount of fees actually paid by you to Positive Action during the month immediately preceding the act allegedly giving rise to our liability.

21. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these legal terms; (3) any breach of your representations and warranties set forth in these legal terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. User data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. You also understand and agree that your data will be inaccessible by you and will be deleted upon termination of your account. In addition to the foregoing provisions, our data collection and retention is subject to our Privacy Policy.

23. Electronic communications, transactions, and signatures

Visiting the Site, using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

24. California users and residents

If any complaint with us is not satisfactorily resolved, you can contact the complaint assistance unit of the division of consumer Services of the California Department of consumer Affairs in writing at 1625 North Market Blvd., Suite 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

25. Miscellaneous

These legal terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these legal terms shall not operate as a waiver of such right or provision. These legal terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these legal terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these legal terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these legal terms or use of the Services. You agree that these legal terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these legal terms and the lack of signing by the parties hereto to execute these legal terms.

26. Entire agreement

These Terms and our Privacy Policy and all other rules, guidelines, policies, terms, and conditions applicable to your use of the Site constitute the sole and entire agreement between you and Positive Action with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.

27. International Access

The Site may be accessed from countries other than the United States. The Site may contain products or Services or references to products or Services that are not available outside of the United States. Any such references do not imply that such products will be made available outside the United States. If you access and use this Site outside the United States you are responsible for complying with your local laws, rules and regulations.

28. Contact us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Positive Action, Inc. 264 4th Ave S Twin Falls, ID 83301 United States Phone: +1 (208) 733-1328 [email protected]

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