Our Website

Who we are

Taiyō is a fulfillment platform for insurance that transforms front-end sales for the insurance industry. Taiyō is owned and operated by Taiyō Inc., a Delaware corporation (“Taiyō”, “we” or “us”). These Terms of Service (“Terms of Service”) govern your access to and use of the website located at https://Taiyō.com/ (the “Website”), including any content, functionality and services offered on or through the Website (including the Taiyō Marketplace) and any of our other products or services (collectively referred to (including the Website) as the “Services”).

Comments

When visitors leave comments on the site we collect the data shown in the comments form, and also the visitor’s IP address and browser user agent string to help spam detection.

An anonymized string created from your email address (also called a hash) may be provided to the Gravatar service to see if you are using it. The Gravatar service privacy policy is available here: https://automattic.com/privacy/. After approval of your comment, your profile picture is visible to the public in the context of your comment.

Media

If you upload images to the website, you should avoid uploading images with embedded location data (EXIF GPS) included. Visitors to the website can download and extract any location data from images on the website.

Cookies

If you leave a comment on our site you may opt-in to saving your name, email address and website in cookies. These are for your convenience so that you do not have to fill in your details again when you leave another comment. These cookies will last for one year.

If you visit our login page, we will set a temporary cookie to determine if your browser accepts cookies. This cookie contains no personal data and is discarded when you close your browser.

When you log in, we will also set up several cookies to save your login information and your screen display choices. Login cookies last for two days, and screen options cookies last for a year. If you select "Remember Me", your login will persist for two weeks. If you log out of your account, the login cookies will be removed.

If you edit or publish an article, an additional cookie will be saved in your browser. This cookie includes no personal data and simply indicates the post ID of the article you just edited. It expires after 1 day.

Embedded content from other websites

Articles on this site may include embedded content (e.g. videos, images, articles, etc.). Embedded content from other websites behaves in the exact same way as if the visitor has visited the other website.

These websites may collect data about you, use cookies, embed additional third-party tracking, and monitor your interaction with that embedded content, including tracking your interaction with the embedded content if you have an account and are logged in to that website.

Who we share your data with

If you request a password reset, your IP address will be included in the reset email.

How long we retain your data

If you leave a comment, the comment and its metadata are retained indefinitely. This is so we can recognize and approve any follow-up comments automatically instead of holding them in a moderation queue.

For users that register on our website (if any), we also store the personal information they provide in their user profile. All users can see, edit, or delete their personal information at any time (except they cannot change their username). Website administrators can also see and edit that information.

What rights you have over your data

If you have an account on this site, or have left comments, you can request to receive an exported file of the personal data we hold about you, including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.

Where we send your data

Visitor comments may be checked through an automated spam detection service.

Our Services

Please read the Terms of Service carefully before accessing or using the Services because they contain provisions that affect your rights and obligations, including a mandatory arbitration provision and a waiver of your right to participate in a class action (see “Binding Arbitration” below). By accessing or using the Services, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://Taiyō.com/privacy (“Privacy Policy”), which are incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Services.

The Services are offered and available to individuals who are eighteen (18) years of age or older. By using the Services, you represent and warrant to Taiyō that you are eighteen (18) years of age or older and are otherwise capable of forming a legally binding contract with Taiyō and that your use of the Services is consistent with our Terms of Service, our Privacy Policy, and all applicable law. If you do not meet these requirements, you must not access or use the Services.

The Services are offered and available to individuals who are eighteen (18) years of age or older. By using the Services, you represent and warrant to Taiyō that you are eighteen (18) years of age or older and are otherwise capable of forming a legally binding contract with Taiyō and that your use of the Services is consistent with our Terms of Service, our Privacy Policy, and all applicable law. If you do not meet these requirements, you must not access or use the Services.

Changes to these Terms of Service

We may modify these Terms of Service at any time in our sole discretion. We will post notice of changes to these Terms of Service on the Website. Changes will not apply retroactively and will only become effective when (i) you use the Services after you know about the change, or (ii) thirty (30) days after they are posted, whichever is sooner. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. We will also update the Last Modified Date at the top of these Terms of Service accordingly. Your continued use of the Services after the Last Modified Date signifies your consent to the modified Terms of Service. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms of Service are not acceptable to you, you should not access or use the Services after the Last Modified Date.

Data Privacy and Personal Information

All information that we collect through the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. If you live outside the United States, by agreeing to these Terms of Service you consent to the transfer and processing of your personal information in the United States in accordance with the Privacy Policy and U.S. law.

International Users

Taiyō and the Services are operated from within the United States. Taiyō provides the Services for use only by users located in the United States. Taiyō makes no claim that the content of the Services may be utilized, accessed or is appropriate outside the United States. Access to the Services may not be legal in certain countries, and if you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. You must not access or use the Services from a territory that is embargoed by the United States or from which it is illegal to receive products, services, or software from the United States.

Third Party Links

The Services may contain links to other sites and resources provided by third parties, including social media widgets. Such links are provided for your reference and convenience only. Taiyō is not liable for the availability or accuracy of such third-party sources, and you assume all risk in using them. When you access these third-party sites or services, these third parties may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information that you submit to them. We encourage you to read their terms and conditions of use and privacy policies before accessing such sites and submitting your personal information.

 

When you access third party websites or interact or communicate with third parties through the Services, you do so at your own risk and subject to the terms and conditions of use and privacy policies for such websites or third parties. Taiyō is not responsible for the actions, content, information, data, practices, policies, or opinions of any third parties. You are solely responsible for your interactions with third parties and you should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person.

 

If you have a dispute with one more third-party websites or third parties, you hereby release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. We reserve the right, but have no obligation, to become involved in any way with these disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

Registration

Your use of the Services shall be conclusive evidence of your acceptance our Terms of Service. By using the Services, you represent and warrant that all of the information that you submit to the Services is correct, current, and complete.

You may be required to create an account and specify a password in order to access or use certain Services. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. If you create an account, you represent and warrant that (i) you have created an account for yourself and have not misrepresented your identity or created a false identity; and (ii) that you have not registered for any illegal purpose, to facilitate any illegal topic, or otherwise for the purpose of providing any illegal information. If your information changes at any time, please update your account to reflect those changes. If you believe that your identity or someone else’s identity has been misrepresented, please contact us immediately (see “Contact Us” below for contact information). You may also report other users who you believe to be in breach of this paragraph.

In some cases, an account may be assigned to you by an administrator, such as your employer. If you are using or logging into an account assigned to you by an administrator, additional terms and conditions may apply to your use of the Services (e.g., terms and conditions imposed by your employer, or included in a Services Subscription Agreement (as defined below)). Moreover, your administrator may be able to access or disable your account without our involvement.

You agree that all information you provide to register with or use the Services or otherwise is governed by our Privacy Policy, and you consent to all actions that we take with respect to your information consistent with our Privacy Policy.

You agree to keep your account information confidential and to not share your account with others. You agree to notify us immediately of any unauthorized access to your account or any other breach of security. We have the right to disable any username, password, or other identifier at any time in our sole discretion if, in our opinion you have violated the Terms of Service.

Collection of Information by Third Party Providers

The personal information that you provide to us will be collected, stored, and processed in accordance with our Privacy Policy. By using the Services, you acknowledge the use of third party analytics services to improve our products.

Changes and Termination of Services

We are constantly changing and improving our Services. We reserve the right to add or remove functionalities or features of the Services, and we may suspend, stop, or delete an account or may suspend or stop the Services altogether, including, for example, if you do not comply with these Terms of Service or if we are investigating suspected misconduct or breach of any applicable laws. You can stop using our Services at any time. We may also stop providing Services to you, add or create new limits to our Services, or restrict your access to all or a part of the Services at any time and for any reason without notice or liability. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. The right to access and use the Services is revoked in jurisdictions where it may be prohibited, if any.

Information Provided Through the Services

By using the Services, you acknowledge and agree that you assume all liability for all content and other data that you submit through the Services, as well as the accuracy and appropriateness of such data and content. Furthermore, you acknowledge and agree that Taiyō in no way represents or warrants that (i) the Services will produce any guaranteed or specific results or that such results will meet your expectations or (ii) Taiyō independently verifies the accuracy of information provided by you.

If you have a dispute with a party that entered information at your direction, you hereby release Taiyō (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

Internet Connections; Mobile Access

You understand that Taiyō provides the Services over the Internet and that such connections can be unpredictable, insecure, and unstable, such that Taiyō cannot guarantee uninterrupted access to the Services. Taiyō disclaims all liability in connection with any interruptions to Service access, security incidents or breaches arising from or attributable to an Internet and/or data connection. You agree to waive any and all claims against Taiyō in connection therewith.

 

We do not represent or warrant that the Services are compatible with all devices and operating systems, and it is your sole responsibility to determine whether the Services are compatible with your devices. We may from time to time make updates to the Services. Such updates may require your acceptance of new Terms of Service before you may continue to use the Services.

To the extent you access the Services through a mobile device, you acknowledge and agree that your wireless service carrier’s standard charges, data rates and other fees may apply, and that all such charges and fees will be your sole responsibility. You should check with your carrier to find out what plans are available and how much they cost. By using the Services on your mobile device, you agree that we may communicate with you regarding Taiyō and the Services by electronic means to your mobile device and that certain information about your usage of the Services may be communicated to us.

Standards Governing and Ownership of Content

When you access the Services you obtain access to various kinds of information and materials, all of which we call “Content.” You agree not to revise Content posted by us or others, and you represent and warrant that you will not upload, post, publish, e-mail, transmit or otherwise make Content available on the Services in any manner that:

  • Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
  • Violates the applicable privacy, publicity, or other rights of third parties or any other applicable law, statute, ordinance or regulation;
  • Is false or inaccurate or becomes false or inaccurate at any time;
  • Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
  • Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
  • Misrepresents your identity in any way;
  • Contains any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • Advocates or encourages any illegal activity;
  • Contains unsolicited promotional content, advertising, political campaigns, contests, raffles, or solicitations; or
  • Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other service providers or suppliers.

 

Though we strive to enforce these rules with all of our users, you may be exposed through the Services to Content that violates our policies or is otherwise offensive. You access the Services at your own risk. We may, but are not obligated to, remove Content from the Services for any reason, including if we determine or suspect that such Content violates these Terms of Service. To the extent permitted by law, we take no responsibility for your exposure to Content through the Services whether or not it violates our Content policies. We have the right to (i) take any action with respect to any Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates these Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users or the public, or could create liability for Taiyō and (ii) disclose your identity or other information about you to any third party who claims that Your Content (as defined below) violates their rights, including their intellectual property rights or their right to privacy.

When you as a user of the Services post or publish Content that you upload, post, e-mail, transmit or otherwise make available on the Services or communicate to us through any other method (including any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (“Ideas and Feedback”)) (collectively “Your Content”), you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, create derivative works from, publicly display, derive revenue or other remuneration from, and communicate to the public Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services (e.g., ratings and reviews submitted to the Taiyō Marketplace). You warrant that the holder of any intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

You further agree we may use Your Content to modify our Services or create new services and products and that you will not be due any compensation, including any royalty related to any Service or other service or product of ours that incorporates Your Content, including any Ideas and Feedback.

You understand and acknowledge that you are responsible for Your Content, and that you, not Taiyō, are fully responsible for such content, including its legality, reliability, accuracy, and appropriateness. Taiyō is not responsible, or liable to you or any third party, for the content or accuracy of any of Your Content or the Content submitted by any other user of the Services. You acknowledge that all Content accessed by you using the Services is at your and your customers’ own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Standards Governing Conduct

You may use the Services only for lawful purposes and in accordance with these Terms of Service. Without limiting the generality of the foregoing, you agree to use the Services in accordance with the provisions below:

  • You will only use the Services in accordance with the laws of your jurisdiction.
  • You will comply with applicable local, state, national or international laws, statutes, ordinances, rules, regulations or ethical codes governing your jurisdiction, including, without limitation, any laws regarding the export of data or software to and from the United States or other countries.
  • You will not violate the rights of any other party.
  • You will not engage in any conduct that restricts anyone’s use or enjoyment of the Services or may harm Taiyō or our users or expose them to liability.
  • You will not impersonate or attempt to impersonate someone else or misrepresent your affiliation with someone else, including, but not limited to, Taiyō, an Taiyō employee, another user, or any other person or entity.
  • You will register for the Services using accurate and current information.
  • You may not decompile, reverse engineer, or otherwise attempt to obtain the source code of any content on the Services.
  • You will independently verify the quality, relevance or accuracy of any information posted on the Services by others who post such information at your direction.
  • You will not use, store, copy, upload, display, post, reproduce, modify, translate, republish, distribute, broadcast, transmit, create derivative works from, display, license, sell or otherwise exploit any part of the Services or content on the Services in any form whatsoever other than as expressly permitted under these Terms of Service.
  • You will not use contact information received through the Services for phishing, spamming and other unsolicited communications or data collection.
  • You will not use the Services in a manner that could damage, disable, overburden, or impair the Services or to disrupt or interfere with another’s use of the Services, nor use any device or software that interferes with the proper working of the Services.
  • You will not attempt to hack or otherwise gain unauthorized access to the Services or user accounts, attack the website via a denial-of-service attack or distributed denial-of-service attack
  • You will not use high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts), nor attempt to gain any unauthorized access to the server on which the Services are stored, or any server, computer, or database connected to the Services.
  • You will not affect the display of the Services through use of framing, pop-ups or third-party ads.
  • You will not transmit viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information to or through the Services.
  • You will not threaten, dox, or otherwise harass users.
  • You will not act in a manner that violates these Terms of Service.
  • You will notify us immediately of any content on the Services that violates these Terms of Service.

We have the right to: (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (ii) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.

YOU WAIVE AND HOLD HARMLESS Taiyō AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Proprietary Rights

The Services and all past, present and future content and functionality of the Services, including all software, hardware and technology used to provide the Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, illustrations, video, audio, and the design, structure, sequence and “look and feel” of the Services, and all other intellectual property, including all trademarks, service marks, logos, slogans, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Taiyō, are (i) owned by Taiyō, its licensors or other providers of such material, (ii) protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the limited business purposes permitted by Taiyō under these Terms of Service and, if applicable, under any Service Subscription Agreement (as defined below), and (iv) may only be used in accordance with these Terms of Service.

If you download or access software through the Services (such as installing components or snippets) such software is the copyrighted work of Taiyō or its licensors. Use of such software is also subject to the terms of a separate Master Services Agreement, Software as a Service Agreement or similar agreement between you or another person (e.g., your employer) and Taiyō whereunder you are granted rights to use the Services in exchange for a fee and in respect of which you received a username and password to access the Services (such agreement a "Service Subscription Agreement"). You should also familiarize yourself with the terms of any Service Subscription Agreement applicable to your use of the Services.

Using our Services does not give you ownership of any intellectual property rights in the Services or any content on the Services. You may not use content from the Services, including Content, unless you obtain permission from Taiyō. These Terms of Service do not grant you the right to use any of Taiyō’s technology or intellectual property. You may not remove, obscure, or alter any copyright or other legal notices displayed in or along with the Services.

No right, title or interest in or to the Services or any Content on the Services is transferred to you, and all rights not expressly granted are reserved by Taiyō. Any use of the Services not expressly permitted by these Terms of Service or any applicable Service Subscription Agreement is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

 

Claims of Copyright Infringement

If you believe that your copyrighted work has been unlawfully copied and is accessible on the Services in a way that constitutes copyright infringement, please send a notice of copyright infringement to:

Taiyō, Inc.
90 New Montgomery St
San Francisco, CA USA

privacy@Taiyō.com

The notice should include:

  • Your full name and electronic or physical signature.
  • Your mailing address, phone number and email address (at which you can be contacted by us or the alleged infringer).
  • A statement by you under penalty of perjury that you are the owner, or are authorized to act on behalf of the owner, of the copyright that is allegedly infringed, and that the information in your notice is accurate.
  • A statement that you have a good faith belief that the disputed use of the copyrighted materials is not authorized by the copyright owner, its agent or by law, such as fair use.
  • A description of the copyrighted work(s) that you claim has been infringed.
  • A description of the location of the copyrighted materials on the Services.

Electronic Delivery Statement and Your Consent

You agree to receive legal notices and other information concerning Taiyō or the Services electronically, including notice to any email address that you may provide.

 

Term and Termination

These Terms of Service will remain in effect until terminated by you or Taiyō. We reserve the right to terminate or change the Services or your access to the Services, without notice, at any time and for any reason or no reason, including your violation of these Terms of Service or any Service Subscription Agreement or for business reasons. The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions survive any termination.

You agree that Taiyō may, for any reason and without notice to you, immediately terminate or otherwise restrict your access to the Services. Taiyō has no obligation to maintain, store, or transfer your information or data that you have uploaded to the Services.

Disclaimer of Representations and Warranties

THE SERVICES AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER Taiyō NOR ANY PERSON ASSOCIATED WITH Taiyō MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ASSOCIATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER Taiyō NOR ANYONE ASSOCIATED WITH Taiyō REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY ASSOCIATED CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, UPDATED OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Taiyō HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Limitation of Liability

You may not assert claims for money damages arising from the Services or any associated content against Taiyō, its affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents. Taiyō, its affiliates, licensors and service providers, and its respective employees, contractors, officers, directors and agents shall not be liable for any direct, indirect, special, incidental, consequential 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, or loss of data, whether caused by tort (including negligence), breach of contract or otherwise, even if Taiyō knew or should have known of the possibility of such damages, arising out of or in connection with (i) your use, or inability to use, the Services or any associated content on the Services, (ii) any interaction with any third party through or in connection with the Services, (iii) any information offered or provided within or through the Services, or (iii) any other matter relating to the Services. In no event shall Taiyō, its affiliates, licensors or service providers, or its respective employees, contractors, officers, directors and agents be liable to you in the aggregate (for all potential claims by you) for any damages incurred in excess of one hundred dollars ($100). The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

 

Indemnification

You are solely legally liable if your use or misuse of the Services or any associated content causes damage to the Services, to you, or to someone or something else. You agree to defend, indemnify, and hold harmless Taiyō, its affiliates, licensors and service providers, and its and their respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgments, awards, losses, costs, expenses, fines or fees (including attorney’s fees and investigation costs), that arise from or relate to your use or misuse of the Services, violation of these Terms of Service, or violation of a third party’s rights. Taiyō reserves the right, at Taiyō’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Taiyō in asserting any available defenses.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms of Service or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.

 

Choice of Law and Jurisdiction

You agree that the laws of the State of New York, consistent with the Federal Arbitration Act, and U.S. federal law govern these Terms of Service, your use of the Services, and any claim or dispute that you may have against Taiyō, without regard to New York’s conflict of laws rules. You consent to the personal and exclusive jurisdiction of the federal district court or any state court of the State of New York located in New York County. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Binding Arbitration

In the rare event you have a dispute with Taiyō, we encourage you to contact us immediately so we can work together toward a satisfactory resolution. If we cannot come to a resolution, you agree that any claims, disputes, demands, counts, controversies, or causes of action between you and Taiyō arising out of or relating to these Terms of Service, the Services, including the enforceability of these Terms of Service or our Privacy Policy or information practices will be finally and exclusively resolved by binding arbitration on an individual basis only (except as stated below). The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of any class or representative proceeding.

You understand that you are waiving your right to have your claims heard in court by a judge or jury. An arbitration award is as enforceable as a court order and is subject to only limited review by a judge. You also understand and agree that this arbitration provision prevents you from participating as a plaintiff or as a class member in any purported class action or representative proceeding.

Arbitration will be subject to the Federal Arbitration Act and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as amended by this provision, by one arbitrator that is acceptable to both parties. You can find out more AAA and how to file an arbitration claim at www.adr.org or by calling 800-778-7879.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Taiyō will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent arbitration from being cost-prohibitive. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Taiyō for all fees associated with the arbitration paid by Taiyō on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.

The arbitration will be conducted through written submission, unless the arbitrator determines that a telephonic hearing is required. Except as otherwise provided in these Terms of Service, you and Taiyō may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Taiyō shall be exclusively brought in the federal district court or any state court of the State of New York located in New York County.

Despite this provision, you may file a claim in a small claims court that has jurisdiction to hear the matter.

Severability and Integration

These Terms of Service, the Privacy Policy, any Services Subscription Agreement and any supplemental terms, policies, rules and guidelines posted on the Services constitute the entire agreement between you and Taiyō. If any part of the Terms of Service and/or Privacy Policy is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

General Provisions

You may not assign these Terms of Service without Taiyō’s prior written approval. Taiyō may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Taiyō’s business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Taiyō as a result of these Terms of Service or your use of the Services. Our failure to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Taiyō in writing.

Contact Information

The Services are operated by Taiyō. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at:

Taiyō, Inc.
90 New Montgomery St
San Francisco, CA USA

privacy@Taiyō.com