Effective Date: December 16th, 2024

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These Terms of Use (the “Terms”), including the “Dispute Resolution; Arbitration Agreement” provisions below, apply to LilyandFoster.com and all other websites, applications, online services, and interactive features or downloads that link to these Terms, whether accessed via computer, mobile device, or otherwise (collectively referred to as the “Sites,” and individually, a “Site”). The Sites are owned or controlled by Lily and Foster, LLC or one of its subsidiary or affiliated companies (collectively, “Lily and Foster” or “L&F”).

IMPORTANT: PLEASE CAREFULLY READ THESE TERMS BEFORE USING THE SITES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. By accessing or using the Sites, you agree to these Terms. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITES.

Occasionally, we may offer special features, products, or services on the Sites, each of which may have its own additional terms and conditions. For example, if you make a purchase on the Sites, additional sales terms may apply to your transaction. These specific terms will apply in addition to these Terms, and in the event of any conflict between the special terms and these Terms, the specific terms will take precedence. You should also review our                             to understand how we collect, use, and protect your personal information.

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These Terms are effective as of the Effective Date above or, if required by law, 30 days after notice to you. If you have not reviewed the Terms of Use applicable to a product or service since the Effective Date, please review these updated Terms carefully before using any product or service. If you do not agree with these Terms, your sole remedy is to stop using our products or services.

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We may change these Terms in the future. Therefore, we encourage you to periodically review the Terms of Use applicable to each product or service you use. The most current version of the applicable Terms of Use (along with its effective date) will be posted on the Sites. Changes to these Terms will be effective immediately, or if required by law, 30 days after notice to you, which may be given by posting the updated Terms on the Sites or by email. If you continue to use the products or services after we change these Terms, you accept all changes.

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Dispute Resolution; Arbitration Agreement

IF YOU OR WE HAVE ANY DISPUTE WITH OR CLAIM AGAINST THE OTHER (A "CLAIM") ARISING OUT OF OR RELATING IN ANY WAY TO THE PRODUCTS, SERVICES, INTELLECTUAL PROPERTY, CONTENT CREATION, REVISIONS, EDITING, OR THESE TERMS, AND THE CLAIM IS NOT RESOLVED BY CALLING OUR CUSTOMER SERVICE DEPARTMENT AND FOLLOWING THE INFORMAL DISPUTE RESOLUTION PROCEDURE SET FORTH BELOW, YOU AND WE EACH AGREE TO RESOLVE SUCH DISPUTES THROUGH AN INDIVIDUAL BINDING ARBITRATION OR AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT. Class arbitrations and class actions are not permitted, and a Claim may not be consolidated with any other person’s claim. You and we agree that the applicable law governing this provision shall be determined by the relevant jurisdiction, and you and we are each waiving the right to a trial by jury or to participate in a class action. You and we agree that any arbitrations between you and us will be subject to this Dispute Resolution; Arbitration Agreement Section and not to any prior arbitration agreement you had with us. This Dispute Resolution; Arbitration Agreement Section shall survive termination of these Terms.

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure

Before a party commences an arbitration or files a small claims court action with respect to a Claim, the party must first send to the other a written notice of dispute ("Notice"). A Notice from you to us must (1) be sent by certified mail or another trackable method; (2) be addressed to: Lily and Foster, LLC, [Insert Address Here] (the “Notice Address”); (3) contain your name, address, and email address; (4) describe the nature and basis of your Claim (including any specific issues regarding intellectual property, content revisions, or editing services, as applicable); (5) if you are submitting the Notice, include any relevant facts regarding your use of the products or services, including without limitation whether you have created an account; (6) specify the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation of them; and (7) include a personally signed statement from you (and not your counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute.

Arbitration Procedure

Any such arbitration shall be governed by the applicable rules of a recognized arbitration provider, such as the National Arbitration & Mediation ("NAM") (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable) (“NAM Rules”), as modified by this Dispute Resolution; Arbitration Agreement Section (the “Arbitration Agreement”), and will be administered by NAM or another provider selected by the parties, or if the parties are unable to agree on an alternative administrator, by the court pursuant to 9 U.S.C. §5. The NAM Rules are available online at www.NAMADR.com, by calling NAM at 1-800-358-2550, or by requesting them in writing at the Notice Address. You may obtain a form to initiate arbitration at: https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdf or by contacting NAM.

You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the requirements referenced in the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure Section and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented).

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All issues, including the scope and enforceability of this Arbitration Agreement, are for the arbitrator to decide. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers. At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision is binding only between you and us and will not have any preclusive effect in another arbitration or proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

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As in court, you and we agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

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Except as expressly provided in this Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law. Unless otherwise provided by applicable law, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator awards sanctions or finds that either the substance of the claim, the defense, or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

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The payment of arbitration fees (the fees imposed by the arbitration administrator, including filing, arbitrator, and hearing fees) will be governed by the applicable NAM Rules, unless you qualify for a fee waiver under applicable law.

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In circumstances in which the NAM Rules provide for an in-person hearing, such hearing will take place in the U.S. county (or parish) of your residence, or otherwise in New York, New York, unless the dispute relates to intellectual property or content ownership claims, in which case it will occur in a location mutually agreed upon by the parties.

 

Discovery During Arbitration

The parties shall each be limited to a maximum of one (1) fact witness deposition per side, unless the arbitrator determines that more depositions are warranted based on the totality of circumstances, including the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests, and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery. Document requests shall be limited to documents that are directly relevant to the matter(s) in dispute or to its outcome; shall be reasonably restricted in terms of time frame, subject matter, and persons or entities to which the requests pertain; shall not include broad phraseology such as “all documents directly or indirectly related to”; and shall not be encumbered with extensive “definitions” or “instructions.”

The Arbitrator may edit or limit the number of document requests based on the totality of circumstances, including the factors listed above. Requests for creative content, drafts, revisions, or intellectual property submissions (e.g., manuscripts, articles, and editing notes) shall be specifically tailored to the dispute at hand, and excessive or irrelevant requests will not be permitted.

Confidentiality

Upon either party’s request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award. This confidentiality includes any manuscripts, drafts, ideas, or creative works submitted for editing, revision, or content enhancement by Lily and Foster. Any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law. Both parties agree to maintain confidentiality regarding any intellectual property, creative concepts, or user-submitted content during the arbitration process, unless expressly authorized otherwise in writing.

Offer of Settlement

In any arbitration between you and us, the defending party may, but is not obligated to, make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. In cases related to intellectual property or creative works, the settlement offer may include an offer to return or modify the user-submitted content or any derivative works created during the editing process. If the award is issued in the other party’s favor and is less than the defending party’s settlement offer, or if the award is in the defending party’s favor, the other party must pay the defending party’s costs incurred after the offer was made, including any attorney’s fees.

Mass Filing

If, at any time, 25 or more claimants (including you) submit Notices or seek to file demands for arbitration raising similar claims against Lily and Foster or related parties by the same or coordinated counsel or entities, consistent with the definition and criteria of Mass Filings (“Mass Filing”) set forth in the National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules,” available at NAM ADRResources), the parties acknowledge that such a process may apply in cases of intellectual property disputes or allegations related to user-submitted content. The parties agree that throughout this process, their counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. The parties acknowledge that by electing to participate in a Mass Filing, the adjudication of their dispute might be delayed. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled beginning when the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are initiated, so long as the pre-arbitration Notice complies with the requirements in the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure Section, until your Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.

Stage Process for Claims

Stage One:
Counsel for the claimants and counsel for Lily and Foster shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Claims relating to intellectual property, authorship, or ownership of edited content shall be prioritized during this stage to ensure prompt resolution. Any remaining claims shall not be filed or be deemed filed in arbitration unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge, and Lily and Foster shall pay the mediator’s fee.

Stage Two:
If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Lily and Foster shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge, and Lily and Foster shall pay the mediator’s fee.

Stage Three:
If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Lily and Foster shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

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If your claim is not resolved as part of the staged process identified above, either:

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Option One:

You and Lily and Foster may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with these Terms. You may opt out of arbitration by sending Lily and Foster your individual, personally signed notice of your intention to opt out by certified mail addressed to Lily and Foster, LLC, [Insert Address Here], Attn: Legal Department. Such an opt-out notice must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. Lily and Foster may opt your claim out of arbitration by sending an individual, personally signed notice of its intention to opt out to your counsel within 14 days after the expiration of your 30-day opt-out period. Counsel for the parties may agree to adjust these deadlines.

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Option Two:
If neither you nor Lily and Foster elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims shall be filed and proceed in individual arbitrations. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims is adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with NAM (including through a Procedural Arbitrator, as that term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims that are settled through mediation or otherwise resolved, and adjust the timing of filings and hearings as necessary to meet the evolving needs of the parties.

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Intellectual Property & Creative Works

By submitting content to Lily and Foster for editing, revision, or enhancement, you acknowledge that you retain the rights to your original work. However, you grant Lily and Foster a worldwide, irrevocable, perpetual, transferable, royalty-free license to use, modify, adapt, or otherwise edit your content as part of our services. This includes the right to create derivative works and use the edited content in connection with our marketing or promotional materials, unless otherwise agreed upon in a separate written agreement. You further acknowledge that any derivative works created by Lily and Foster during the editing process may be used for commercial or promotional purposes, unless explicitly agreed otherwise.

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Enforcement of Mass Filing Provisions

If, at any time, 25 or more claimants submit Notices or seek to file demands for arbitration raising similar claims against Lily and Foster, related to issues such as copyright, authorship, editing services, or intellectual property, you and Lily and Foster agree that the Mass Filing provisions will apply. A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim shall proceed in a court of competent jurisdiction consistent with these Terms.

Both you and Lily and Foster acknowledge and agree to act in good faith to ensure that any disputes, especially those related to intellectual property or content revisions, are handled fairly and efficiently. The parties further agree that these Mass Filing procedures have been designed to ensure the fair and orderly resolution of multiple claims, should such claims arise.

Severability

If any portion of this Arbitration Agreement is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The other portions of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.

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OWNERSHIP OF SITE CONTENT

Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Sites, including past, present, and future versions, domain names, source and object code, and the "look and feel" of the Sites ("Site Content") are owned, controlled, or licensed by Lily and Foster, its subsidiaries, or affiliates, and are protected from unauthorized use, copying, and dissemination by copyright, trademark, patent, and other laws, rules, regulations, and treaties.

User-Submitted Content:
When you submit content (including manuscripts, writings, ideas, etc.) to Lily and Foster for editing, revision, or enhancement, you retain ownership of your original work, subject to the rights you grant us as outlined in these Terms. However, by submitting your content for our services, you grant Lily and Foster a worldwide, irrevocable, royalty-free, transferable license to modify, adapt, use, and distribute your content, including for promotional, commercial, and other purposes related to the provision of our services. This license is necessary to allow us to perform the services you have requested, including editing and revising your content.

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YOUR LICENSE TO USE SITE CONTENT ON OUR SITES

You may visit our Sites without further permission from Lily and Foster, and Lily and Foster grants you a limited, personal, non-exclusive, non-commercial, revocable, and non-transferable license to download, view, and play the Site Content, except as may be specifically restricted by purchase or similar requirements. This license is subject to your full compliance with these Terms. When you download or use the Site Content, you must:

(a) keep intact all copyright and other proprietary notices;
(b) make no modifications to the Site Content; and
(c) not copy or adapt any object code associated with the Sites or reverse engineer, modify or attempt to discover any source code associated with the Sites, nor allow or assist any third party to do so (whether or not for your benefit).

You also agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Site Content (except as may be a result of standard search engine or Internet browser usage).

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SOCIAL DISTRIBUTION AND WIDGETS

Lily and Foster may allow you – but only with express written permission – to engage in personal uses of Site Content that include the ability to share Site Content with others ("Social Distribution"). For example, we may provide functionality to allow you to send Site Content to friends, display Site Content on your personal website, or post Site Content on third-party sites. These permissions are granted solely at the discretion of Lily and Foster and may be revoked at any time, for any reason.

You agree that any social distribution of Site Content is subject to the following conditions:

• No Affiliation: You may not make claims, statements, or promises on behalf of Lily and Foster, nor imply any affiliation, endorsement, or approval by Lily and Foster unless explicitly authorized in writing.

• No Commercial Use: You are prohibited from using Site Content for any commercial purposes unless explicitly granted permission by Lily and Foster.

• Revoke Permission: We reserve the right to revoke our permission for Social Distribution at any time, and you agree to cease all distribution immediately upon notice and comply with any additional terms we post regarding the distribution of Site Content.

Similarly, Lily and Foster may provide content that you can embed on your personal website, third-party website, or social networking site through code (e.g., embed code or Widgets). These Widgets are also considered Site Content and are subject to the same limited, revocable license described above.

You agree that our permission to use Widgets does not grant you any intellectual property rights in or to the Widget or any Site Content provided via the Widget. We may disable or discontinue any Widget or service necessary for its operation at any time, without liability.

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NOTICE TO THIRD-PARTY SITES: Any Site Content made available on third-party websites or social media platforms by our Widgets or other third-party tools is our exclusive property. You acknowledge that no intellectual property rights are granted by us in relation to this content, and we retain the right to demand that you cease any unauthorized use of our Site Content upon notice.

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REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS

You may not use the Sites for any purpose that infringes upon the intellectual property rights of others. Lily and Foster encourages you to report any content on the Sites that you believe infringes your intellectual property rights, including copyrights, trademarks, and other proprietary rights.

To report a violation of your intellectual property rights, you must be the rights owner or authorized to act on their behalf. In accordance with the Digital Millennium Copyright Act (DMCA), Lily and Foster provides a designated agent to receive notifications of alleged copyright infringements. We follow the DMCA’s notice and takedown procedure for handling such claims.

If you believe your copyright, trademark, or other intellectual property has been infringed on Lily and Foster, please provide our Copyright Agent with the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner or other intellectual property rights owner.

2. Identification of the copyrighted work or other intellectual property that is claimed to have been infringed, or if multiple works are involved, a representative list of such works.

3. Identification of the material that is alleged to be infringing, and information that is reasonably sufficient to allow us to locate the material.

4. Your contact information, including a phone number, email address, and physical address.

5. A statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law.

6. A statement that the information in your notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the intellectual property rights being infringed.

If you believe content violates your rights other than copyright, please send the following:

1. A signature or the equivalent.

2. Identification of the content and an explanation of your rights.

3. A description of why you believe the content infringes your rights.

4. Your contact information.

Please send claims of infringement or other intellectual property issues to Lily and Foster's Copyright Agent at:

• Name: Copyright Agent

• E-mail Address: copyrightagent@lilyandfoster.com

Note: This contact information is only for inquiries related to intellectual property and copyright infringements. For other inquiries, please use the relevant customer support channels.

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We take violations seriously and may terminate the accounts of users who are repeat infringers at our discretion.

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INFORMATION AND CONTENT YOU SUBMIT

The Site may provide you the opportunity to post content publicly ("Community Forums"), including, without limitation, on "Discussion Boards" in connection with user reviews, contests, promotions, or other interactive features on the Sites. The Community Forums allow users to post content (including, without limitation, photographs, writings, pictures, data, questions, comments, and suggestions) and exchange information, ideas, opinions, and input data, send e-mails, answer questions, or otherwise communicate with Lily and Foster and Site users through the Sites (collectively, "User Content").

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Except as otherwise described in the posted Privacy Policy or other agreement on a Site where you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned.

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You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Lily and Foster the license below. Upon Lily and Foster's request, you will furnish Lily and Foster any documentation, substantiation, or releases necessary to verify your compliance with these Terms.

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Editing, Revising, and Commercial Use of User Content

By submitting User Content, including manuscripts, writings, or other creative works, to Lily and Foster, you grant us a worldwide, irrevocable, perpetual, transferable, royalty-free license to use, modify, edit, revise, or otherwise adapt your content in any manner we see fit, including for commercial purposes. This includes the right to:

• Edit, revise, or improve your content, including rewriting, restructuring, and formatting.

• Create derivative works based on your original submission.

• Use your content in connection with the provision of services, including but not limited to showcasing our work, promotional materials, or examples of the services we offer.

• Use the modified or revised content for commercial, marketing, or promotional purposes, including the ability to publish or distribute your content on our Site, in advertisements, or through other media channels, unless otherwise agreed upon in a separate contract.

This grant of rights is necessary to enable us to deliver our editing, revision, and content enhancement services. You acknowledge that by submitting your content, you are giving Lily and Foster full rights to modify, adapt, and use your content as part of our service offerings, including for any commercial, promotional, or other purposes, unless you specify otherwise in a separate written agreement. By paying for any services provided by Lily and Foster, you acknowledge and agree to the terms described above. Your payment for services signifies your explicit consent to grant Lily and Foster the rights to use, modify, and commercially exploit your User Content as part of the services provided.

You further agree that Lily and Foster is free to use any ideas or concepts contained in your User Content for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products and services; and creating informational articles, without any payment of any kind to you. You authorize Lily and Foster to publish your User Content in a searchable format that may be accessed by users of the Sites and the Internet.

To the fullest extent permitted, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

You acknowledge that Lily and Foster may be working on or developing material similar or the same in nature to your User Content and that Lily and Foster may have received similar or the same intellectual property rights from another party. Lily and Foster owes you no obligation connected to your submissions unless you and Lily and Foster enter a separate written agreement to that effect.

You agree that Lily and Foster has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees' rights to your User Content. You further acknowledge and agree that Lily and Foster will not have any obligation to you with regard to User Content and that Lily and Foster may or may not monitor, display, or accept your User Content and may delete it at any time.

Non-Disclosure Agreement (NDA) Option

We understand that the privacy and confidentiality of your ideas and content are important. Unlike other publishing or content service providers, we offer the option for you to request that we sign a Non-Disclosure Agreement (NDA) before submitting your User Content for editing or revision.

This NDA will ensure that your ideas and content remain confidential and that we will never use or publish your ideas as our own. Should you wish to pursue this, please contact us directly to arrange an NDA that meets your needs before submitting your User Content. By requesting and agreeing to an NDA, you can be assured that your intellectual property will be protected, and that Lily and Foster will not use, distribute, or disclose your content in any manner not authorized by you.

 

USER INTERACTIONS AND DISPUTES

You are solely responsible for your interactions with other users of the Sites, whether online or offline. Lily and Foster is not responsible for and disclaims any liability for the conduct of any user, including any content that may be posted, shared, or exchanged between users. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users, including any disputes related to editing services, manuscripts, or other content.

You agree to exercise common sense and best judgment in your interactions with other users, particularly when sharing personal or sensitive information, including manuscripts, feedback, or other content. We strongly encourage users to refrain from posting or sharing any personal, confidential, or sensitive information unless absolutely necessary and to be mindful of others' privacy. In the event of a dispute with another user, including issues related to the editing or submission of work, we recommend you attempt to resolve the issue directly with the other party. Lily and Foster is not responsible for resolving such disputes, nor do we have any obligation to intervene unless required by law.

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ACCEPTABLE USE POLICY: COMMUNITY USAGE RULES

By submitting, uploading, or otherwise providing User Content to the Sites, you agree to comply with the following Community Usage Rules (“Rules”):

1. Ownership of Content: You warrant that all User Content you provide is original to you, not copied from others, and that you have all necessary rights to upload and distribute the content. If your User Content involves third-party content (e.g., excerpts, images, or quotes), you must have obtained explicit permission from the original owner(s) and have the right to distribute the content.

2. Respect for Privacy: Do not upload or share personal information of others, such as full names, contact details, addresses, or any other personally identifiable information without their express consent. Lily and Foster is not responsible for any unauthorized sharing or violation of privacy rights.

3. Prohibited Content: Your User Content may not:

   • Promote illegal activity, violence, harassment, or hate speech.

   • Contain offensive or harmful material, including discriminatory, defamatory, obscene, or sexually explicit content.

   • Include content that infringes on the intellectual property rights of others.

   • Promote products or services not provided by Lily and Foster.

4. Intellectual Property: You may not upload or use third-party materials (e.g., copyrighted work) unless you have the rights to do so. Lily and Foster reserves the right to remove any content that violates intellectual property rights, and you may be held liable for any infringements.

5. Respectful Conduct: Be respectful of others' opinions and contributions. Lily and Foster fosters a community environment where differing views are welcome, but personal attacks, trolling, spamming, or other disruptive behavior will not be tolerated.

6. No Commercial Use: You may not use the Sites for commercial purposes, including but not limited to advertising, promoting your own services, or soliciting contributions for commercial endeavors.

7. Virus-Free Content: Your User Content may not contain viruses, malware, or other harmful components that may damage the Sites or the devices of other users.

8. Compliance with Laws: You agree to comply with all applicable laws and regulations when uploading and interacting with content on the Sites.

If you believe someone is violating these rules, please report the issue to Lily and Foster immediately. We reserve the right to remove any content that violates these Rules and suspend or terminate the accounts of users found in violation.

MEMBERSHIP, REGISTRATION & ACCESS CONTROLS

Some areas of the Sites may require you to register an account or provide certain information to participate (e.g., submitting manuscripts, accessing editing services, or engaging in community forums). You agree to provide only true, accurate, current, and complete information when registering for an account. Failure to do so may result in the suspension or termination of your account.

You agree that you are responsible for maintaining the confidentiality of your account information, including your password, and for any activity that occurs under your account. If you believe your account has been compromised or you notice unauthorized activity, you must notify Lily and Foster immediately.

You may not sell, transfer, or otherwise assign your membership or any rights associated with your account to a third party. Lily and Foster reserves the right to suspend or terminate your account at our discretion, without prior notice, if we believe you have violated these Terms.

You are responsible for obtaining and maintaining the necessary hardware, software, and internet access to use the Sites, including all applicable fees associated with accessing the Sites.

By registering, you agree to comply with all relevant laws and regulations governing your use of the Sites, including data privacy and intellectual property laws.

PROMOTIONS

The Sites may offer sweepstakes, contests, or other promotions, each of which may be governed by a separate set of rules that describe eligibility, requirements, and terms. By participating in a promotion, you agree to comply with the applicable rules and any requirements specified by the promotion, including but not limited to age restrictions, geographic limitations, and other eligibility criteria.

It is your responsibility to read the rules and eligibility requirements for each promotion before participating. You may be required to provide additional information to participate, and such information will be handled in accordance with our Privacy Policy. Lily and Foster reserves the right to cancel or modify any promotion at any time without prior notice. We may also disqualify participants who fail to comply with the promotion rules or who engage in fraudulent or inappropriate conduct.

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THIRD PARTY LINKS, CONTENT AND APPLICATIONS

The Sites may contain links to third-party websites or online features, including third-party stores selling or licensing Lily and Foster products. When purchasing Lily and Foster products or services through such third-party stores, your billing relationship will be with the third-party, and additional terms imposed by the third party may apply. The Sites may also include third-party content that Lily and Foster does not control, maintain, or endorse.

Functionality on the Sites may permit interactions between the Sites and third-party websites or applications, including applications that connect your profile on the Sites with a third-party platform (such as Facebook, Twitter, or other social networks). For example, the Sites may include features allowing you to share content with third-party sites or post User Content publicly. These features may require you to log in to your third-party account.

Lily and Foster does not control third-party websites, applications, or services, and we are not responsible for the accuracy, completeness, legality, or content of any third-party sites or online features. You acknowledge that Lily and Foster makes no representations or warranties about the completeness, accuracy, or existence of any advertising, products, or other materials on third-party sites.

If you choose to use third-party applications or link your account on Lily and Foster to a third-party site, you acknowledge that information about your account may be shared, and your use of these applications may cause personal information to be publicly disclosed. Lily and Foster disclaims any responsibility for the security of personal or sensitive data shared with these third-party services. Your interactions with third parties are solely between you and the third party, and you assume all risks associated with those interactions.

LINKING POLICY

Lily and Foster grants you revocable permission to link to the Sites, provided that the link:

(a) Does not frame or create a browser or border environment around any content on the Sites or mirror any part of the Sites;
(b) Does not imply that Lily and Foster or the Sites endorse or sponsor any third party or its products or services, unless prior written consent has been obtained;
(c) Does not present false information about or disparage, tarnish, or otherwise harm Lily and Foster or its products or services, as determined solely by Lily and Foster;
(d) Does not use any Lily and Foster trademarks or logos without prior written permission;
(e) Does not contain content that could be construed as distasteful, offensive, or controversial, or otherwise objectionable (in Lily and Foster's sole opinion);
(f) Is owned and controlled by you or the entity placing the link, and you are otherwise authorized to link to the Sites in accordance with these Terms.

By linking to the Sites, you agree to comply with these requirements. Lily and Foster reserves the right to prohibit linking to the Sites for any reason, at its sole discretion.

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MOBILE

The Sites may offer features and services available through your mobile device (e.g., uploading content, receiving messages, downloading apps). These features may incur charges, which will be disclosed before registration. Standard carrier messaging, data, and other fees may apply, and these fees will appear on your mobile bill.

Some Mobile Features may be restricted by your carrier, or incompatible with your device. You are responsible for checking with your carrier regarding any restrictions. By registering for Mobile Features, you consent to receiving communications related to Lily and Foster on your mobile device.

In addition, Lily and Foster may collect information related to your use of Mobile Features. You are responsible for keeping your mobile number updated in your account. Instructions for opting out of Mobile Features will be provided, typically through text message (e.g., "STOP").

You acknowledge that Lily and Foster is not responsible for any carrier charges, data limitations, or technical issues related to the use of Mobile Features. Additionally, you understand that interactions involving personal or sensitive information through Mobile Features are at your own risk.

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DISCLAIMER OF WARRANTIES WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES, INCLUDING WITHOUT LIMITATION THE SITE CONTENT, AND ANY SERVICES PROVIDED BY LILY AND FOSTER, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Lily and Foster AND ITS AFFILIATES, VENDORS, AND REPRESENTATIVES MAKE NO WARRANTIES OR ENDORSEMENTS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING:

(A) THE SITES AND SITE CONTENT;
(B) SERVICES PROVIDED BY LILY AND FOSTER;
(C) USER CONTENT;
(D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION, INCLUDING YOUR PERSONAL DATA OR MANUSCRIPTS, TO LILY AND FOSTER OR THROUGH THE SITES.

Lily and Foster DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUSES.

THE LILY AND FOSTER PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM DEFECTS, INCLUDING VIRUSES. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITES IS AT YOUR SOLE RISK. Lily and Foster SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE LAWFULNESS OF YOUR USE IN ANY JURISDICTION.

BY USING THE SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES COMPLY WITH THE LAWS OF THE JURISDICTIONS IN WHICH YOU RESIDE OR ACCESS THE SITE.

 

LIMITATION OF LIABILITY; WAIVER

UNDER NO CIRCUMSTANCES WILL THE LILY AND FOSTER PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING BUT NOT LIMITED TO:

(A) THE SITES OR SITE CONTENT;
(B) USER CONTENT;
(C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE;
(D) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LILY AND FOSTER OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE;
(E) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS;
(F) ANY ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION;
(G) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL (INCLUDING DAMAGES TO YOUR COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT) SUCH AS A SECURITY BREACH, VIRUS, BUGS, OR OTHER TECHNICAL MALFUNCTION;
(H) ANY FAILURE OR DELAY IN PERFORMANCE UNDER THESE TERMS DUE TO CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, GOVERNMENT RESTRICTIONS, OR GLOBAL EVENTS.

HOWEVER, IN NO EVENT WILL THE LILY AND FOSTER PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU TO LILY AND FOSTER FOR A SERVICE OR PRODUCT ORDERED THROUGH THE SITE, OR, IF NO PAYMENT HAS BEEN MADE, THE AMOUNT OF TEN UNITED STATES DOLLARS ($10.00).

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THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LILY AND FOSTER PARTIES' LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY LILY AND FOSTER PARTIES, OR FOR LILY AND FOSTER PARTIES' GROSS NEGLIGENCE, FRAUD, INTENTIONAL, WILLFUL, MALICIOUS, OR RECKLESS MISCONDUCT, OR FOR DAMAGES RELATED TO THE MISUSE OF SENSITIVE PERSONAL DATA OR MANUSCRIPTS.

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YOU ACKNOWLEDGE THAT IN THE EVENT YOU INCUR DAMAGES, LOSSES, OR INJURIES ARISING OUT OF LILY AND FOSTER'S ACTS OR OMISSIONS, SUCH DAMAGES ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SITE, PRODUCTS, OR SERVICES OFFERED BY LILY AND FOSTER.

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INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the LILY AND FOSTER Parties from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements, and expenses, including attorneys' fees, that directly or indirectly arise from or are related to:

(A) Your User Content;
(B) Your use of the Sites, or activities in connection with the Sites, including your submission of manuscripts;
(C) Your breach or anticipatory breach of these Terms;
(D) Your violation of any laws, rules, regulations, or intellectual property rights, including the misuse of copyrighted or proprietary content you submit;
(E) Your infringement of any copyright, trademark, or other intellectual property rights of third parties, or your violation of any laws regarding data protection;
(F) The mishandling or unauthorized access to personal, sensitive, or proprietary information;
(G) Any misrepresentation made by you; or
(H) Lily and Foster's use of your information as permitted under these Terms and the Privacy Policy.

You will cooperate fully with the Lily and Foster Parties in the defense of any claim. Lily and Foster reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, and you will not settle any claim without Lily and Foster's prior written consent.

E-COMMERCE

The Sites may offer services for sale, and transactions will be subject to additional terms and conditions. You agree to pay all applicable fees, including any applicable sales taxes. Lily and Foster may automatically charge and withhold the applicable sales tax for orders. You are solely responsible for any sales taxes or other taxes applicable to orders placed with Lily and Foster.

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In cases where services are purchased via a third-party platform, such as an app store or external website, your billing relationship will be with the third-party vendor, and additional terms and conditions may apply. However, these Terms continue to govern your access to the service or product, except where they conflict with the third-party vendor’s terms.

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If there is an error in the price or description of a product or service due to a typographical mistake or information received from third-party suppliers, Lily and Foster reserves the right to cancel or refuse any orders placed at the incorrect price. Lily and Foster may cancel any order even if it has been confirmed and the payment has been processed. If your payment is processed and the order is canceled, Lily and Foster will issue a credit to your original payment method.

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Services provided by Lily and Foster are non-refundable unless explicitly stated otherwise. In the event of a dispute or chargeback, you agree to resolve the issue directly with Lily and Foster before initiating a formal chargeback process.

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TERMINATION

Lily and Foster reserves the right to terminate or suspend your access to and use of the website or services at any time, in its sole discretion, without notice, including but not limited to situations where Lily and Foster believes your actions or conduct violate these Terms. In such cases, any personal or manuscript data you have provided may be deleted or retained in accordance with our Privacy Policy, as applicable.

Upon termination of your access, you agree to cease all use of the website and services, and any outstanding obligations or fees will remain due. Lily and Foster may also retain certain information as necessary for legal or regulatory compliance.

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LOCATION OF SITES AND TERRITORIAL RESTRICTIONS

Lily and Foster controls and operates its website and services from offices located in the United States. While we offer our book editing services to clients internationally, we make no representations or warranties that the content, products, or services available on the website are suitable or accessible in other locations. Access to the services from jurisdictions where such access is illegal is prohibited.

By accessing or using the website or services from outside the United States, you do so at your own risk and are solely responsible for ensuring compliance with both U.S. and local laws regarding online conduct, content, and data protection. If you are located in a jurisdiction with specific data privacy laws (such as the European Union's GDPR or California's CCPA), you agree to comply with those laws and regulations regarding the handling of your personal data.

Lily and Foster reserves the right to limit access to the website or any portion of it to certain individuals, geographic areas, or jurisdictions at any time and at its sole discretion. We may also limit the availability of any content, program, product, service, or feature in such regions or jurisdictions.

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GOVERNING LAW; VENUE; AND JURISDICTION

These Terms and all claims arising from or related to your use of Lily and Foster's book editing services or website will be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law principles. This applies regardless of where you are located.

For any disputes or claims that are not subject to mandatory arbitration (as outlined in the Dispute Resolution section), you agree to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York, United States. If you are a resident of a country with laws prohibiting such jurisdiction, you may have the right to resolve disputes in the local jurisdiction, as required by applicable law.

Regardless of any statute or law to the contrary, any claim or action arising from or related to your use of the services or these Terms must be filed within one year after the claim or action arises. Otherwise, you waive your right to bring such a claim or action.​​

 

 

 

 

 

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