- Respona is an outreach platform (the “Platform”) via which businesses can reach out to relevant content creators and engage them to develop highly efficient campaigns to raise awareness about the business brand (the “Service”) offered from time to time to Users (“Users” or “you”) at www.respona.com (the “Site”). The Service is owned and operated by HindSite Interactive, Inc., doing business as Respona (the “Company,” “we,” or “us”). Users of the Service may be further identified herein as “Business Users,” “Content Creators” or “Agency Users.” Where the term “Users” is used independently such terms shall apply to all.
- Your use of the Service is subject to the terms and conditions set forth in these Terms of Service (the “Terms of Service”).
- PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.
Updates to Terms of Service; Integration
We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.
The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
The Service is meant for those at least eighteen (18) years of age. Use of the Service by anyone under the age of eighteen (18) is a violation of the Terms of Service.
- You acknowledge that all the intellectual property rights in the Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the website design, application design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively the “Materials”) are the property of Company and/or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. Company authorizes you to view, download and/or print the Materials provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Company or the respective copyright owner. In the absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial resale purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “Marks”) contained or described in the Services are the sole property of Company and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of Company and/or its licensors. Company reserves the right to enforce its intellectual property rights fully under the law.
- Notwithstanding anything to the contrary herein, all backlinks, data and link metrics, including the number of backlinks, Domain Authority, Page Authority, Spam Score and other metrics are provided to Company, and which are included in the Service, are from Moz at www.moz.com. All Marks related to Moz are the sole property of Moz.
- All content search results are provided by Microsoft via the Bing API. “Powered by Bing” attribution has been provided in Respona’s search results page. For more information, please visit the Microsoft Privacy Statement.
Use of the Service
In the event you are required to establish an account to use the Service and/or take advantage of certain features, you agree to:
- provide true, accurate, current and complete information about yourself as prompted by the Service;
- as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you; and
- that your account is for your personal and/or business use. You may not resell the Service as a stand-alone product or service, but are permitted to include the Service when combined with projects you are providing to your clients.
- by creating an account, you agree to receive certain communications in connection with the Service.
- You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share accounts for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account.
- You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with the Services.
- You agree to use the Services only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Services. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Services in any manner that interferes with its normal operation or with any other user’s use of the Services.
You may not do any of the following while accessing or using the Services:
- access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Services by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or;
- disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or otherwise creating an undue burden on the Services.
- You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Services. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Services.
- You further agree that you will not access the Services by any means except through the interface provided by Company for access to the Services. Creating or maintaining any link from another application to any page at the Services without the prior authorization of Company is prohibited. Running or displaying the Services, or any information or material displayed via the Services in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Services must comply with all applicable laws, rule and regulations.
- Your use of the Services is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
Furthermore, you herein agree not to make use of the Services for:
- uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
- causing harm to minors in any manner whatsoever;
- forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
- uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
- uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
- uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;
- uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
- disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real-time interactions;
- interfering with or disrupting any of the Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
- providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance to Section 219 of the Nationality Act;
- stalking or with the intent to otherwise harass another individual; and/or,
- collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
Third-Party Users, Sites & Services
Business Users and Agency Users
- Links and email addresses provided via the Service to reach Content Creators may result in you leaving the Service. Company does not control nor endorse any such Content Creators. You agree that the Company Parties, as defined below, will not be responsible or liable for any content, goods or services provided by such Content Creators or for your use or inability to use such Content Creator goods or services.
- You acknowledge and understand that you will us such links and email addresses at your own risk. You are advised that other websites on the Internet, including Content Creator websites linked from the Service, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. Company expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any Content Creator website or in advertisements or content that Content Creator websites may have in the Services.
- Your interactions with Content Creators, organizations and/or individuals and companies found on or through the Service and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties, except as may be otherwise stated herein. You agree and acknowledge that Company is not a party to any transactions you may enter into, except as may otherwise be stated herein and shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the products and services of a Content Creator or any other entity.
Content Creator Users
- As a Content Creator with information regarding your services on the Site, you understand that Company is providing the Service for the purposes of facilitating opportunities for you to connect with Business and/or Agency Users. You agree and acknowledge that Company is not a party to any transactions you may enter into using the Service, except as may otherwise be stated herein, and shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the products and services you may be providing to other Users.
Suggestions and Improvements
- By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of any moral rights contained in such Feedback.
You may terminate your use of the Service at any time. You agree that Company may terminate or suspend your access to all or part of the Service, with or without notice, in our reasonable discretion, at any time. Company reserves the right to modify or discontinue the Service (or any part thereof) with or without notice, at any time. Following the termination or cancellation of your subscription to the Service and/or your account, we reserve the right to delete all your data in the normal course of operations.
- You expressly represent, warrant, and/or acknowledge that: Company does not warrant or guarantee the suitability or availability of any material or content, including without limitation any, data, products or services, found through the Service.
- Company does not screen the authenticity or quality of any material or content or any provider of material or content, including, data, products or services found through the Service.
- Company makes no representations or promises regarding any material or content, and that some of the material or content provided via the Service may be owned or licensed by third parties.
- Company is not a party to any transaction between you and any provider of products or services via the Service. Any dispute shall be resolved between yourself and the provider of such products or services or your customer.
- Any information, including any data, materials, or content on the Service, including on any Facebook, Instagram or Twitter page, are for informational purposes only.
- You assume all risk when using the Service, including all the risks associated with any online or offline interactions with other Users, providers of products and services, and from additional fees or charges from your mobile carrier.
- You are of legal age to form a binding contract and are at least the age as noted in paragraph 5 herein, or of age or you have the authority of such legal entity to form a binding contract; all registration information you submit is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service.
- The Company will have no obligation to provide you with any support or maintenance in connection with the Service.
Warranties, Disclaimers and Limitations of Liability
- You expressly understand and agree that: Your use of the Service is at your sole risk. The Service and the associated materials and content are provided on an “as is” and “as available” basis. Except as otherwise expressly provided in these Terms of Service, Company, its parent, subsidiary and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”), expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a purpose and non- infringement. without limiting the generality of the foregoing, the Company Parties make no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Service will be accurate or reliable; (iv) the quality of any and all products, services, information or other material, including all merchandise, goods and services, obtained or purchased by you directly or indirectly through the Service will meet your expectations or needs; (v) and (vi) any errors in the Service will be corrected.
- The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the company service, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the company service; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Service; (v) for any disputes between users of the Service or between a User of the Service and a third party; (vi) for lost data; (vii) cost of procurement of substitute products or services; (viii) for any technical malfunction that may arise from problems with computer systems, software code, servers, computer equipment, mobile phones, software, infrastructure connections or any combination thereof. (ix) for any actions related to your email provider, such as limiting or terminating your access to their service, or (x) for any other matter relating to the Service or any third party. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises the Company Parties of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between the Company and you. The products, information and services offered on and through the Service would not be provided to you without such limitations.
- Notwithstanding the foregoing, the sole and entire maximum liability of the Company Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to any amounts paid by you to Company during the three (3) months prior to the date any cause of action may have occurred.
- You agree that regardless of any statute or law to the contrary, any claim you may bring must be filed within one (1) year after the cause of action accrues or it will be permanently barred.
- Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. accordingly, some of the above disclaimers and limitations may not apply to you.
- If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- You agree to indemnify, defend and hold harmless the Company Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Service, your breach of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
Purchases and Payments, Fees, Refund Policy, Cancellation Policy
- At the conclusion of your trial period, Company offers the Service on a subscription basis in accordance with that as contained on the Site. Users agree to pay the subscription fee on a month-to-month pay as you go or a twelve (12) month contract basis as agreed during the subscription process. The first payment may be pro-rated to the upcoming billing period. Company may offer a trial subscription period in its sole discretion.
- Your subscription payments, including any renewals, are automatically charged to your provided method of payment and shall continue until you cancel your subscription. Cancellation shall take place as of the next billing cycle and no refunds are provided for any charges before and up to the period in which you cancel your subscription.
- Payment Processing Methods. Company may make available to you various payment processing methods to facilitate the purchase of Services. You must abide by any relevant terms and conditions or other legal agreement with third party payment processors, that governs your use of a given payment processing method. Company may add or remove payment processing methods at its sole discretion and without notice to you. Once your purchase is complete, Company or the payment processor may charge your credit card or other form of payment that you indicate for any Services purchased, along with any additional applicable amounts (including any taxes). You are solely responsible for all amounts payable associated with purchases you make via the Services.
Procedure for Notifying the Company of Copyright Infringement
Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.
- Identification of the copyrighted work claimed to have been infringed.
- Information describing where the allegedly infringing material is located on the Service.
- Your address, telephone number, and email address.
- A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by you that the above information in your notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf. The foregoing information may be emailed or mailed to our Copyright Agent at the addresses listed at the end of this Terms of Service.
- Following receipt of the information listed above, we will remove or disable access to the infringing material and take reasonable steps to notify the user responsible for posting said material. The posting of infringing copyrighted material may result in the termination of user privileges of such user.
Applicable Law and Jurisdiction
Dispute Resolution, Binding Arbitration, and Class Waiver. Please read this section carefully. It affects your legal rights, including your right to file or participate in a lawsuit in court.
17.2.1. Informal Dispute Resolution. If a Dispute (as that term is defined below) arises between you and the Company, the Company is committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following email address: [email protected]. The written description must be on an individual basis and provide, at minimum, the following information: your name, a description of the nature or basis of the claim or dispute, the specific relief sought, and proof of your relationship with the Company. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and the Company agree to the further Dispute resolution provisions below.
This informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. Failure to engage in this process could result in the award of fees against you in arbitration. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
17.2.2. Mutual Arbitration Agreement. If the informal dispute resolution procedure in Subpart (1) does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes (except as provided for herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to [email protected]
Except as set forth below, you and Company agree that by using the Services in any way, you unconditionally consent and agree that any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against Company arising out of or relating to the Services or these Terms of Service – including but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or the timing of any administrative or arbitrator fees–(each a “Dispute”) will be resolved exclusively by final and binding arbitration in accordance with this Section (the “Arbitration Agreement”).
This Arbitration Agreement applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement, as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.
This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.
You hereby acknowledge and agree that by agreeing to these Terms and Arbitration Agreement, you and Company are each waiving the right to a trial by a jury to the maximum extent permitted by law.
Notwithstanding the parties decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
17.2.3. No Class Arbitration or Collective Relief Absent Written Consent. You and Company acknowledge and agree that, to the maximum extent allowed by law, except as provided in this Section, any arbitration shall be conducted in an individual capacity only and not as a class or other representative action, and the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party’s claim; notwithstanding this acknowledgment and agreement, you agree that any arbitration involving you may proceed on a consolidated basis if (and only if) Company provides its consent to consolidate in writing.
If there is a final judicial determination that either the Class Arbitration and Collective Relief Waiver in this Section or that the provisions in this Arbitration Agreement are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court as provided herein, but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or the Company from participating in a class-wide settlement of claims.
17.2.4. Arbitration Rules. Except as modified by these Terms, the arbitration will be administered by NAM and conducted before a sole arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at [email protected]. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.
17.2.5. Arbitration Procedures. (a) Arbitration Demand Must Contain Sufficient Information. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is a party to this Arbitration Agreement and to these Terms. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), including for any claim filed on behalf of a claimant who is not a party to this Arbitration Agreement or to these Terms or for failure to comply with this Arbitration Agreement.
(b) Arbitration & Attorney Fees. The applicable NAM rules will govern payment of all arbitration fees, including with respect to any fee waivers. The parties agree that the Arbitration Provider has discretion where it deems appropriate to reduce the amount or modify the timing of any administrative or arbitration fees due, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification.
Each party is responsible for its own attorneys’ fees, except to the extent otherwise provided by these Terms, NAM’s rules, and/or applicable law. Company won’t seek its attorneys’ fees and arbitration costs from you unless the arbitrator determines that your claim is frivolous, or you have engaged in sanctionable conduct.
(c) Dispositive Motions. Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.
(d) Arbitration on the Papers/Via Videoconference. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. Any hearing in such matter shall be via videoconference or telephone conference unless the parties agree otherwise.
If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request to hold a hearing, which shall presumptively be via videoconference or telephone conference unless the arbitrator determines good cause to hold an in-person hearing has been shown or the parties agree otherwise. If an in-person hearing is necessary, the location of the hearing will be determined by mutual agreement of the parties or, if the parties cannot agree, by the arbitrator in accordance with NAM’s rules.
(e) Confidentiality. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public, and any parties other than you and Company (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court relief as provided herein or confirmation, modification, or enforcement of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).
17.2.6. Arbitrator’s Decision. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity (including reasonable attorneys’ fees), subject only to these Terms (and any other agreements referenced in these Terms between you and Company in connection with your use of the Services), including the limitation on liability section, and this Arbitration Agreement. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement.
The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court located in Maryland having jurisdiction thereof.
17.2.7. 30-Day Right to Opt Out. You have the right to opt out and not be bound by the Arbitration Agreement as set forth in Sections 17.2.2-17.2.6 above. You may opt-out of the Arbitration Agreement by sending written notice of your decision to opt out to [email protected] with the subject line, “ARBITRATION OPT-OUT.” Your notice must include your name and address, the email address you currently use to access your Company account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. The notice must be sent within thirty (30) days of first becoming subject to this Arbitration Agreement, whichever is later. If you opt-out of the arbitration provisions, Company also will not be bound by them. This opt-out doesn’t affect any other sections of the Terms, including without limitation the Informal Dispute Resolution and Applicable Law and Venue provisions.
17.2.8. Changes to this Section. Company will provide 30 days’ notice of the date of any material changes to this dispute resolution Section. Changes will become effective on the 30th day and apply to all claims not yet filed. If you continue to use the Services after the 30th day, you agree that any unfiled claims are subject to the revised clause.
- These Terms of Service constitute the entire agreement between Company and each user of the Service with respect to the subject matter of these Terms of Service.
- If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.
- The failure of the Company Parties to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service. You may not assign your obligations or rights hereunder to another entity or individual. We may transfer, assign or delegate these Terms of Service and its rights and obligations without your consent.
- We shall have no liability to you hereunder if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
- No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever.
- If you have any comments or questions regarding these Terms of Service or wish to report any violation of these Terms of Service, you may contact us at the address below.
- Email address: [email protected]