The website located at www.docdraft.ai (the “Site”) is a copyrighted work belonging to NLP Labs, Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
1.1 Account Creation. In order to use certain features of the Site, you must register foran account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that:(a) all required registration information you submit is truthful and accurate;(b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 8
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company can not and will not beliable for any loss or damage arising from your failure to comply with the above requirements.
Access to the Site
2.1 License. Subject to these Terms, Company grants you a non-transferable, non-exclusive,revocable, limited license to use and access the Site solely for your own personal, non-commercial use.
2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions:(a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part,or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated here in, no part of the Site may be copied, reproduced, distributed,republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall besubject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies there of.
2.3 Modification. Company r eserves the right, at any time, to modify, suspend, or discontinue the Site(in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part there of.
2.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks,and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms(nor your access to the Site) transfers to you or any third party any rights,title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
2.6 Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2 License. You hereby grant (and you represent and warrant that you have the right to grant)to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use andexploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree tocause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Site to collect, upload, transmit, display, or distributeany User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasiveof another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individualor is otherwise objectionable, (iii) that is harmful to minors in any way, or(iv) that is in violation of any law, regulation, or obligations orrestrictions imposed by any third party.
(b) Inaddition, you agree not to: (i) upload, transmit, or distribute to or throughthe Site any computer viruses, worms, or any software intended to damage oralter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chainletters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden onservers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harassor interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
3.4 Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability forus or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
Youagree to indemnify and hold Company (and its officers, employees, and agents)harmless, including costs and attorneys’ fees, from any claim or demand made byany third party due to or arising out of (a) your use of the Site, (b) yourviolation of these Terms, (c) your violation of applicable laws or regulationsor (d) your User Content. Companyreserves the right, at your expense, to assume the exclusive defense andcontrol of any matter for which you are required to indemnify us, and you agreeto cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent ofCompany. Company will use reasonableefforts to notify you of any such claim, action or proceeding upon becomingaware of it.
Third-Party Links & Ads; Other Users
5.1 Third-Party Links & Ads. TheSite may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make anyrepresentations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion indoing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’sprivacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-PartyLinks & Ads.
5.2 Other Users. Each Site user is solely responsible for any and all of its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, orquality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not beresponsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
5.3 Release. You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, eachand every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature(including personal injuries, death, and property damage), that has arisen orarises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODESECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASEDOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOWOR 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 OR HERSETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OFANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES ORCONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIETENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOURREQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, ORERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHERHARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALLSUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLYTO YOU. SOME JURISDICTIONS DO NOT ALLOWLIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAYNOT APPLY TO YOU.
Limitation and Liability
TOTHE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OURSUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA,COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL,EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TOTHESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUROWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TOYOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW,NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOUFOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSEWHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BELIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIMWILL NOT ENLARGE THIS LIMIT. YOU AGREETHAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATINGTO THESE TERMS.
SOMEJURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FORINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAYNOT APPLY TO YOU.
Term and Termination
Subject to this Section,these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use theSite (including your Account) at any time for anyreason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to accessand use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability what so ever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remainin effect: Sections 2.2 through 2.6, Section 3 and Sections 4 through 10.
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is,through the use of our Site, unlawfully infringing the copyright(s) in a work,and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. §512(c)) must be provided to our designated Copyright Agent:
1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the materialon our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number,and e-mail address;
6. a statement that you have agood faith belief that use of the objectionable material is not authorized bythe copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of per jury, that you are either the owner of the copyright that has allegedly been infringed orthat you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. §512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for anydamages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
10.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of thechanges on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail addressthat you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of thechanges described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which youcan seek relief from the Company Parties
(a) Applicability of Arbitration Agreement You agree that any dispute between you and any of the Company Parties relating inany way to the Site, the services offered on the Site (the “Services”) or these Terms will be resolved by binding arbitration, rather than in court,except that (1) you and the Company Parties may assert individualized claims insmall claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names,trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that aroseor were asserted before you agreed to these Terms (in accordance with thepreamble) or any prior version of these Terms.This Arbitration Agreement does not precludeyou from bringing issues to the attention of federal, state or localagencies. Such agencies can, if the lawallows, seek relief against the Company Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve factsoccurring before the existence of this or any prior versions of the Agreementas well as claims that may arise after the termination of these Terms.
(b) Informal Dispute Resolution There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonableresolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party soelects), we will personally meet and confer telephonically or via video conference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occurwithin 45 days after the other party receives such Notice, unless an extensionis mutually agreed upon by the parties. Notice to Company that you intend toinitiate an Informal Dispute Resolution Conference should be sent by email to: firstname.lastname@example.org, or by regular mail to 125 Commons Court, Chadds Ford, Pennsylvania 19317. The Notice must include:(1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description ofyour Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multipleusers in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute oflimitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by thissection.
(c) Arbitration Rules and Forum These Terms evidence a transaction involving interstate commerce; and not with standing any other provision here in with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitrationwill be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counter claims with an amount incontroversy under $250,000, not inclusive of attorneys’ fees and interest,shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/;all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.JAMS’s rules are also available at www.jamsadr.com or bycalling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of thelegal claims being asserted and the factual bases of those claims; (3) adescription of the remedy sought and an accurate, good‐faith calculation of theamount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees inconnection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name,telephone number, mailing address, and email address. Such counsel must alsosign the Request. By signing the Request, counsel certifies to the best ofcounsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay,or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation ordiscovery.
Unless you and Company otherwise agree, or the Batch Arbitration processdiscussed in Subsection 10.2(h) is triggered, the arbitration will be conductedin the county where you reside. Subject to the JAMS Rules, the arbitrator maydirect a limited and reasonable exchange of information between the parties,consistent with the expedited nature of the arbitration. If the JAMS is notavailable to arbitrate, the parties will select an alternative arbitral forum.Your responsibility to pay any JAMS fees and costs will be solely as set forthin the applicable JAMS Rules.
You and Company agree that all materials and documents exchanged duringthe arbitration proceedings shall be kept confidential and shall not be sharedwith anyone except the parties’ attorneys, accountants, or business advisors,and then subject to the condition that they agree to keep all materials anddocuments exchanged during the arbitration proceedings confidential.
(d) Authority of Arbitrator The arbitrator shall have exclusive authority to resolve all disputes subject toarbitration here under including, without limitation, any dispute related to theinterpretation, applicability, enforce ability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arisingout of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of thesubsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled“Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2)except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall bedecided only by a court of competent jurisdiction and not by an arbitrator; (3)all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction andnot by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competentjurisdiction and not by an arbitrator. The arbitrationproceeding will not be consolidated with any other matters or joined with anyother cases or parties, except as expressly provided in the subsection entitled“Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant anynon-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the ArbitrationAgreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award(or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator isfinal and binding upon you and us. Judgment on the arbitration award may beentered in any court having jurisdiction.
(e) Waiver of Jury Trial EXCEPT AS SPECIFIED in section 10.2(a) YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVEA TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2 (a) above. An arbitrator can award on an individual basis the same damages and relief as acourt and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject tovery limited review.
(f) Waiver of Class or Other Non-Individualized Relief YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.2(h) EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS,REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TOHAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON ACLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEFIS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BEARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject tothis Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(h) entitled “Batch Arbitration.” Not withstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of afinal decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agreethat that particular claim or request for relief (and only that particularclaim or request for relief) shall be severed from the arbitration and may belitigated in the state or federal courts located in the State of Pennsylvania.All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.
(g) Attorneys’ Fees and Costs The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the reliefsought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
(h) Batch Arbitration To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for eachbatch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due perside per batch, one procedural calendar, one hearing (if any) in a place to bedetermined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures asare necessary to resolve any disputes promptly. The Administrative Arbitrator’sfees shall be paid by Company.
You and Company agree to cooperate in goodfaith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, aswell as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted asauthorizing a class, collective and/or mass arbitration or action of any kind,or arbitration involving joint or consolidated claims under any circumstances,except as expressly set forth in this provision.
(i) 30-Day Right to OptOut. You have the right to opt out of the provisions of this ArbitrationAgreement by sending a timely written notice of your decision to opt out to the following address: 125 Commons Court, Chadds Ford, Pennsylvania 19317, or email to email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the futurewith us.
(ii) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under thelaw to be invalid or unenforceable, then such specific part or parts shall beof no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever timebarred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
(iii) Modification. Not with standing any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the following address: 125 Commons Court, Chadds Ford, Pennsylvania 19317, or email to firstname.lastname@example.org. Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs ofthe Arbitration Agreement that you made to a prior version of these Terms.
10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly orindirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws orregulations.
10.4 Disclosures. Company is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, orby telephone at (800) 952-5210.
10.5 Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site orcommunicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree thatall terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard copywriting. The foregoing does not affect your non-waivable rights.
10.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use ofthe Site. Our failure to exercise or enforce any right or provision of theseTerms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for anyreason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted bylaw. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner ofthe other. These Terms, and your rightsand obligations herein, may not be assigned, subcontracted, delegated, orotherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of thefore going will be null and void. Company may freely assign these Terms. The termsand conditions set forth in these Terms shall be binding upon assignees.
10.7 Copyright/TrademarkInformation. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are notpermitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
10.8 Contact Information:
Address: 125 Commons CourtChadds Ford, Pennsylvania 19317