Last Updated: October 30, 2023
This website is operated by https://nouriel.com/, (hereinafter, “We”, or “Us”). These terms and conditions (the “Terms”) govern your access to the website and any other mobile applications, web services owned, controlled, or offered by Us, now or in the future (all collectively referred to as, the “Services“). The term “You” or “User” shall refer to any individual that views, uses, accesses, browses or submits any content or material to the Services.
These Terms are important and affect your legal rights, so please read them carefully. Note that these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.
The Services are offered to you conditioned on your acceptance without modification of Terms contained herein. Certain features, services or tools of the Services may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms. Your use of the Services constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING, USING, CONSUMMATING A FINANCIAL TRANSACTION, OR BROWSING THE SERVICES, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
1. USE OF OUR SERVICES
Subject to your compliance with its obligations under these Terms, we will provide you with access to the Services. Access to the Services is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not be liable if for any reason our Services are unavailable at any time or for any period. You must be eighteen (18) years or over in order to use the Services.
2. REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES
In order to access and use certain areas or features of the Services, you may need to have an account with us (the “Account”). We may maintain different types of Accounts for different types of Users. If you create an Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity; (ii) you represent and warrant that you are an authorized
representative of the entity with authority to bind the entity to these Terms; and (iii) you agree to these Terms on the entity’s behalf. By creating an Account, you agree to (i) provide accurate, current and complete account information about yourself as necessary, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to Us, and (iv) immediately notify Us if you discover or otherwise suspect any security breaches related to your Account. In creating an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading.
- Communication Preferences. By creating an Account, you also consent to receive electronic communications from Us (e.g., via email or by posting notices to the Services). These communications may include notices about your Account (e.g., password changes, updates and other transactional information) and are part of your relationship with Us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in
- Account Information; Updates. You agree to provide current, complete and accurate payment and account information for your Account. You promise to update the information you have provided to Us in the event of any changes to your driving record, contact information, or background. Specifically, with respect to your contact information, We may deliver notices to you at the most recent email, telephone, or address provided by you, and those notices will be considered valid even if you no longer maintain the email account, telephone number, or receive mail at that address unless you provide updated contact information to
3. ACCESS TO THE SERVICES
We shall use commercially reasonable efforts to ensure the availability of the Services, except that we shall not be liable for: (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond our reasonable control, including without limitation, (i) a force majeure event; (ii) Internet Host, webhosting, cloud computing platform, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach by of these Terms by you.
4. PAYMENTS, CANCELLATIONS AND REFUNDS
By entering your payment information on the Services when requested, you authorize our third- party payment processor (“Payment Processor”) to charge and process the fees and charges assessed in connection with your purchase. We may ask you to supply information relevant to your purchase including your credit card number, the expiration date of your credit card, and
your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. If you pay any amounts with a credit card, we may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for a transaction. While We take reasonable efforts to ensure secure transmission of your information to third parties who assess and process payments, We are not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information. The Payment Processor is responsible for transacting such payments through its platform, and you agree to release and hold Us harmless from any errors, negligence, or misconduct by the Payment Processor. You authorize Payment Processor to directly remit Us any applicable fees owed to Us. We are not liable for any fees incurred due to billing errors.
(a) Pricing Modifications; Promo Codes. We reserve the right to establish, remove, and/or revise prices, fees, and/or surcharges for any or all services obtained through the use of the Services. We may also, in our sole discretion, make promotional offers with different features and different rates to any or all of our customers. Unless made to you, these promotional offers will have no bearing on your obligation to pay the amounts charged. We may, from time to time in its sole discretion, offer specific promotional codes for discounts. Promotional codes are non-transferable and are not redeemable for cash, credit, or toward previous purchases. Promotional codes are void where prohibited. Any promotional program may be terminated or modified by Us at any time in our sole discretion.
5. TERMINATION OR SUSPENSION OF SERVICES
We reserve the right to refuse or suspend access to any user, for any reason or no reason, and without any notice. We may suspend your use of our Services or any portion thereof if we believe that you have breached these Terms, or for any other reason, at its sole discretion. You agree that any termination of your access to the Services may be without prior notice, and you agree that We will not be liable to you or any third party for any such termination. Where needed, we reserve the right to alert local law enforcement authorities about suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services.
6. PROHIBITED USES
Use of the Services is limited to the permitted uses expressly authorized by us. Any violation of this Agreement by your user content, as determined by Us in our sole discretion, may result in the termination of your access to the Services. The Services shall not be used to:
- Harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party (including but not limited to rights of publicity or other proprietary rights);
- Engage in any unlawful, fraudulent, or deceptive activities;
- Misrepresent the source, identity, or content of information transmitted via the Services;
- Use technology or other means to access unauthorized content or non-public spaces;
- Use or launch any automated system or process, including without limitation, “bots,” “spiders,” or “crawlers,” to access unauthorized content or non-public spaces;
- Attempt to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Probe, scan, or test the vulnerability of the Services or any system or network; use any robot, spider, scraper or other automated means to access the Services for any purpose without our express written permission;
- Use the Services in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the Services could lead to death, personal injury, or physical or property damage;
- Modify the Services in any manner or form; use or develop any application that interacts with the Services or provides access to other users’ content or information without our written permission; or use modified versions of the Services, including to obtain unauthorized access to the Services;
- Attempt to damage, disable, overburden, or impair our servers or networks;
- Attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to the Services, or any part of it, through hacking, password mining or any other means, or interfere or attempt to interfere with the proper working of or any activities conducted on the Services;
- Display the Services or profile data on any external display or monitor or in any public setting without obtaining the prior consent of all participants. Furthermore, you may not display the Services or profile data on any external display or monitor or in any public setting in a manner that infringes on the intended use of the Services;
- Encourage the commission or encouragement of any illegal purpose, or in violation of any local, state, national, or international law, including laws governing criminal acts, prohibited or controlled substances, intellectual property and other proprietary rights, data protection and privacy, and import or export control; or
- violate these Terms in any manner;
7. THIRD PARTY SERVICE
We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, and We shall not be a party to or in any way monitor any transaction between a User and third-party providers of products or services.
8. INTELLECTUAL PROPERTY RIGHTS
You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms. As a condition of your use of the Services, you warrant to Us that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
All content included as part of the Services, such as text, graphics, videos, logos, images, as well as the compilation thereof, and any software used on the Services, is the property of Nouriel.com or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Services. Our content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without our express written permission and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to our intellectual property or our licensors except as expressly authorized by these Terms.
9. DMCA NOTICE AND TAKEDOWN POLICY
We respect intellectual property rights and expects its users to do the same. If you are a copyright owner or an agent thereof, and you believe that any content hosted on any of the Services infringes Your copyrights, then you may submit a notification by providing our Designated Copyright Agent with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the applicable Services are covered by a single notification, a representative list of such works on the applicable Services;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.”).
Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
269 South Beverly Drive #142 Beverly Hills, CA 90212 Attention: Copyright Claims
For clarity, only notices under this section should go to the Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. Please note that under Section 512(f) of the U.S. Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
You can submit questions, comments, suggestions, ideas, original or creative materials or other information about us or the Services (collectively, “Feedback”). Feedback is non-confidential and shall become our sole property. We shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use
and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
11. LINKS TO THIRD PARTY WEBSITES/THIRD-PARTY SERVICES
The Services may contain links to other brands or services (“Linked Website“). The Linked Websites are not under our control, and We are not responsible for the contents of any Linked Websites, including without limitation any link contained in a Linked Website, products or merchandise sold through the Services, or any changes or updates to a Linked Website. We are providing these links to you only as a convenience, and the inclusion of any link does not imply our endorsement of the services or any association with its operators. Certain services made available through the Services are delivered by third parties and organizations and these Terms do not apply to any Linked Website. By using any product, service or functionality originating from the Services, you hereby acknowledge and consent that We may share such information and data with any third party with whom We have a contractual relationship to provide the requested product, service or functionality on behalf of us and our customers.
To the fullest extent permitted by applicable law, you hereby release and forever discharge Us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and 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, emotional distress, identity theft, death, and property loss and damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, (a) any interactions with, or act or omission of, or user content provided by, other Users of the Services or (b) any third- party site, products, services, and links Included on or accessed through the Services. If you are a California resident, you hereby waive California civil code section 1542 in connection with the foregoing, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” resolving any disputes.
12. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on the Services that may contain typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on the Services, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.
WE DO NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT, INFORMATION OR SERVICES THAT ARE AVAILABLE OR ADVERTISED OR SOLD
THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.
13. ELECTRONIC COMMUNICATIONS
Using the Services or sending emails to us constitutes electronic communications. If you provide Us with your email address to our contact form, you consent to receive electronic communications from Us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communications be in writing.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS, TOGETHER WITH OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND THIRD PARTIES, FOR ANY LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) RELATING TO OR ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICES, YOUR VIOLATION OF THESE TERMS OR YOUR VIOLATION OF ANY RIGHTS OF A THIRD PARTY, OR YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
15. HARM FROM COMMERCIAL USE
You agree that the consequences of commercial use or re-publication of content or information from the Services may be so serious and incalculable, that monetary compensation may not be a sufficient or appropriate remedy and that We will be entitled to temporary and permanent injunctive relief to prohibit such use.
16. DISCLAIMERS; NO WARRANTIES
EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY US TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER ISSUES. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH ISSUES. Certain jurisdictions do not allow the exclusion and limitations of certain implied warranties, therefore, some of the above exclusions may not apply
to you. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement shall not apply to the extent prohibited by applicable law.
17. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY OF ITS OWNERS, EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, AND SUBSIDIARIES (“RELEASEES”) BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES. NEITHER US NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, FROM THE USE OF OR INABILITY TO USE THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
In no event will we, our subsidiaries and/or insurers aggregate liability arising out of or in connection with this Agreement or your use of the Services, exceed the greater of (i) the amounts you have paid for the Services, if applicable, in the twelve (12) month period prior to the event giving rise to the liability, or (ii) US $100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
18. INFORMAL DISPUTE RESOLUTION
You agree that any dispute that has arisen or may arise between Us relating in any way to Your use of or access to the Services, any validity, interpretation, breach, enforcement, or termination of this Agreement, or otherwise relating to us or the Services in any way (collectively, “Covered Dispute Matters“) will be resolved in accordance with the provisions set forth in this Section.
If You have any dispute with Us, you r agree that before taking any formal action, contact us at email@example.com and provide a brief, written description of the dispute and your contact information (including your email address) and allow sixty (60) days to pass, during which We will attempt to reach an amicable resolution of any issue with you.
19. MANDATORY ARBITRATION
BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST US, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST US BY SOMEONE ELSE.
- Mandatory Please read this dispute resolution carefully (“Dispute Resolution”). It affects your rights. THE PARTIES AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
- Procedure. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Us, to you via any other method available to Us, including via e- The Notice to Us should be addressed to 269 South Beverly Drive #142, Beverly Hills, CA 90212 Attn: General Counsel (the “Arbitration Notice Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or us may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org. If you are required to pay a filing fee to commence an arbitration against us, then We will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
- Arbitration Proceeding. The arbitration will be conducted in the English language. A single independent and impartial arbitrator will be appointed pursuant to the Rules, as modified
herein. You agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- No Class Actions. YOU AGREE THAT THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PARAGRAPH IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
- Decision of the Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of New York in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
- Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which we seek equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Us or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Us and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this
- Claims. You agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, excluding a claim for indemnification, must commence within one year after the cause of action Otherwise, such cause of action is permanently barred. All claims you bring against Us must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, We may recover attorneys’ fees and
costs up to $5,000, provided that We have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
- In the event that We make any future change to the Mandatory Arbitration provision (other than a change to Our Arbitration Notice Address), you may reject any such change by sending us written notice within 30 days of the change to Our Arbitration Notice Address, in which case your account with Us and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of this Agreement.
- Enforceability. If only Section (d) hereunder or the entirety of this Section 10 is found to be unenforceable, then the entirety of this Arbitration provision will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section titled “Governing Law” will govern any action arising out of or related to this
(a) Applicable Law. You and We agree that United States federal law, including the Federal Arbitration Act, and (to the extent not Inconsistent with or pre-empted by federal law) the laws of the State of New York, without regard to conflict of laws principles, will govern all matters subject to arbitration. Such body of law will apply regardless of Your residence or the location of where You use the Services.
20. CLASS ACTION WAIVER
Any arbitration or action under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL
ACTION AGAINST THE OTHER. Further, the arbitrator or judge may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
21. ENTIRE AGREEMENT
Unless otherwise specified herein, this agreement constitutes the entire agreement between you and us with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us.
22. RELIANCE ON INFORMATION POSTED
Commentary and other materials posted on the Services is not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor of the Services, or by anyone who may be informed of any of its contents.
23. CHANGES TO TERMS
We reserve the right, in our sole discretion, to change the Terms under which the Services is offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Terms by giving you reasonable notice. By continuing to use the Services after expiry of the notice period or accepting the amended Terms (as We may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms.
24. RELATIONSHIP BETWEEN THE PARTIES
The parties are independent contractors and nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Each Party has sole responsibility for its activities and its personnel and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other party in any manner.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
26. FORCE MAJEURE
27. EXPORT CONTROLS
The Services originate in the United States and are subject to United States export laws and regulations. The Services may not be exported or re-exported by you to certain countries, or those persons or entities prohibited from receiving exports from the United States. In addition, the Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Services.
28. NOTICE TO CALIFORNIA RESIDENTS
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
These Terms constitute the entire agreement between you and Us relating to your access to and use of the Services. Our Services are controlled and operated from within the United States. Without limiting anything else, We make no representation that the Services, information or other materials available on, in, or through the Services are applicable or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Services from other locations do so on their own volition and are responsible for compliance with applicable laws. These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you without our prior written consent. The waiver or failure to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third- party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
We welcome your questions or comments regarding these Terms: