PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

1. Ownership and Copyright.

You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, logos and tradenames contained on the Site (collectively the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company or its licensors, as the case may be, and are protected by copyright, patent, trade secret, or other proprietary rights and laws.  Additionally, you acknowledge that the technology and software underlying the Site and the Services or distributed in connection therewith are the property of the Company, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by the Company.

The Company name and logos are trademarks and service marks of the Company (collectively the “Company Trademarks”). Other company, product, and service names and logos used and displayed via the Site and the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to the Company. Nothing in this Agreement, the Site or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Company Trademarks, without the Company’s prior written permission in each instance. All goodwill generated from the use of the Company Trademarks will inure to the Company’s exclusive benefit.

2. Permitted Use.

The Company hereby grants to You a limited, revocable, personal, non-transferable, and non-exclusive license to access, read and download one copy of the Content solely for the purpose of evaluating the Services.

3. Restrictions On Use.

You agree that You will not:

1. distribute the Content for any purpose, including, without limitation, compiling an internal database, redistributing, or reproducing the Content by way of the press or media or through any commercial network, cable, or satellite system; or
2. create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, frame, scrape, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, distribute, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise. You shall not permit, allow, or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Content. The restrictions set out in this Agreement shall not apply to the limited extent the restrictions are prohibited by applicable law. Any use of this Site, the Services, or the Content other than as specifically authorized in this Agreement is strictly prohibited.
3. display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Site or any Service for any commercial purposes, unless otherwise expressly authorized herein. The Site and the Services are for your personal use.

4. User Conduct. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials that You make available to the Company, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Site or the Services or by emailing or otherwise making available to other users of the Site or the Services (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by the Company. The Company reserves the right to investigate and take appropriate legal action against anyone who, in the Company’s sole discretion, violates this provision, including removing the offending content from the Site and the Services, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Site or the Services to:
5. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) You do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or any Service, or which may expose the Company or its users to any harm or liability of any type;
6. interfere with or disrupt the Site or any Service or servers or networks connected to the Site or any Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site or any Service;
7. violate any applicable local, state, national, or international law, or any regulations having the force of law;
8. impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
9. solicit personal information from anyone under the age of 18;
10. harvest or collect email addresses or other contact information of other users from the Site or any Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
11. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
12. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
13. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Site or any Service;
14. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Content) available on or through the Site or any Service, including through the use of virtual private networks; or
15. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If You are blocked by the Company from accessing the Site or any Service (including by blocking your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

5. License to Use Your Information.

With the exception of your non-public personal information, You hereby grant to the Company the perpetual, unlimited, royalty-free, fully paid-up, worldwide, non-exclusive, irrevocable, transferable, sublicensable (directly and indirectly through multiple tiers) license to run, display, copy, reproduce, upload, perform, store, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use any information or other User Content You provide on or through the Site or which is sent to the Company by email or other correspondence, including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. The Company shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed to by the Company in writing or required by law. You represent and warrant that you have the right to grant the license set out above. You assume all risk associated with any User Content and you have the sole responsibility for the accuracy, quality, legality, and appropriateness of any User Content.

You hereby authorize the Company and its third-party service providers to collect and analyze any and all such content and information and other data and information relating to the Site, the Services and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). The Company may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Site or the Services (“Submissions”), provided by you to the Company are non-confidential and the Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that the Company may preserve your User Content and other information and may also disclose such content and other information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its users, or the public. You understand that the technical processing and transmission of the Site and the Services, including your content and other information, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

6. Personal Information.

The Company may from time to time, but is not obligated to, monitor your use of the Site and collect, store, use and disclose information concerning You to solicit you to offer You its Services, and You hereby consent to such collection, storage, use and disclosure subject to the Out of the Box Privacy Policy posted here https://outoftheboxtechnology.com/privacy-policy/ and waive any right of privacy You may have in it.

7. Service Agreement.

If You procure Services from the Company or one of its suppliers or sponsors, then such Services shall be delivered pursuant to a separate agreement, such as the Out of Box Terms of Service, and are not provided hereunder and You shall have no rights or claims in respect of such Services hereunder.

8. Fees. To the extent any Service or any portion thereof is made available for any fee, You may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to the Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with the Company or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay the Company the amount that is specified in the payment plan in accordance with the terms of such plan and this Agreement. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize the Company (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let the Company know within sixty (60) days after the date the Company charges you, or within such longer period of time as may be required under applicable law. The Company reserves the right to change the Company’s prices. If the Company does change prices, the Company will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at the Company’s option, at least thirty (30) days before the change is to take effect. Your continued use of the applicable Services after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on the Company’s net income.
9. Payment Processing. Notwithstanding any amounts owed to the Company hereunder, THE COMPANY DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for any Service via bank account, credit card, or debit card, we use a third-party payment processor (the “Payment Processor”). These payment processing services are provided by the Payment Processor and are subject to the Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to this Agreement, users that use the payment functions of the Site also agree to be bound by the Payment Processor Agreements for the payment function the user is using, as the same may be modified by the Payment Processor from time to time. You hereby authorize the Payment Processor to store and continue billing Your specified payment method even after such payment method has expired, to avoid interruptions in payment for Your use of the Services. The Company assumes no liability or responsibility for any payments You make through the Service.
10. Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless otherwise determined by the Company. You may cancel your subscription online by emailing us at billing@outoftheboxtechnology.com.
11. Limitations on Liability and Disclaimers.

THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THE SITE OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE SITE AND THE CONTENT IS AT YOUR OWN RISK, AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE SITE OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR PERSONAL INFORMATION.

Under no circumstances will the Company be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that the Company does not pre-screen content, but that the Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via Site or the Services.

The Site may contain links to other sites and services that are provided by or otherwise made available by third parties (the “Third Party Services”). Additionally, you may enable or log in to the Site via various online Third Party Services, such as social media and social networking services like Facebook or X.  Your access and use of the Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third Party Services on the websites or via the technology platforms of their respective providers. Some Third Party Services will provide us with access to certain information that you have provided to third parties, including through such Third Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third Party Services and our use, storage and disclosure of information related to you and your use of such Third Party Services within the Service, please see our Privacy Policy. The Company does not assume responsibility for the accuracy, availability, reliability, completeness or appropriateness of the information, data, opinions, advice, or statements of any such Third Party Services or of the privacy practices of any such Third Party Services, and when You access such sites, such access is between you and the third party and You are doing so at Your own risk. You, and not the Company, will be responsible for any and all costs and charged associated with your use of any Third Party Services. In providing links to the other sites, the Company is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another site should not be construed to mean that the Company is affiliated or associated with same. THE COMPANY DOES NOT RECOMMEND OR ENDORSE ANY OF THE CONTENT, INCLUDING WITHOUT LIMITATION ANY HYPERLINKS TO, OR CONTENT FOUND, ON OTHER WEBSITES. The mention of another party or its product or service on the Site should not be construed as an endorsement of that party or its product or service. The Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services.

The Company will not be responsible for any damages You or any third party may suffer as a result of the transmission, storage, or receipt of confidential or proprietary information that You make or that You expressly or implicitly authorize the Company to make, or for any errors or any changes made to any transmitted, stored or received information.

You are solely responsible for the retrieval and use of the Content. You should apply Your own judgment in making any use of any Content, including, without limitation, the use of the information as the basis for any conclusions.

THE CONTENT MAY NOT BE ACCURATE, UP TO DATE, COMPLETE OR UNTAMPERED, AND IS NOT TO BE RELIED UPON.

THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS A RECOMMENDATION FOR ANY SPECIFIC PRODUCT OR SERVICE, USE OR COURSE OF ACTION. ADDITIONALLY, ANY OPINIONS EXPRESSED ON THE SITE ARE THE OPINIONS OF THE PARTICULAR AUTHOR AND MAY NOT REFLECT THE OPINIONS OF ANY LICENSED LEGAL, TAX, ACCOUNTING OR OTHER PROFESSIONAL EMPLOYED BY OUT OF THE BOX. AS SUCH, YOU SHOULD NOT ACT BASED ON THE CONTENT BEFORE OBTAINING ADVICE FROM PROFESSIONAL COUNSEL QUALIFIED IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION.

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE SITE AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THE SITE OR MADE AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES, INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THE SITE OR THE CONTENT; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SITE; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

IN NO CASE WILL THE COMPANY’S, ITS AFFILIATES’, AGENTS’, LICENSORS’, SUPPLIERS’ AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) BE FOR MORE THAN TWENTY DOLLARS $20.00.

THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THIS SITE. THE CONTENT ON THIS SITE MAY BE CHANGED WITHOUT NOTICE TO YOU. THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. THE COMPANY DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE SITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

12. Termination.

This Agreement is effective until terminated by the Company, with or without cause, in the Company’s sole and unfettered discretion. The Company may terminate this Agreement without notice to You for any reason or for no reason. Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company, including injunction and other equitable remedies.

Sections 1, 5, 6, 7, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 shall survive the termination or expiry of this Agreement.

13. Indemnity.

You agree at all times to indemnify, defend, and hold harmless the Company, its agents, suppliers, licensors, affiliates and their respective directors, officers, and employees (the “Company Parties”) against all actions, proceedings, costs, claims, damages, demands, liabilities, and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Company directly or indirectly in respect of:

1. any information or other content You provide on or through the Site or which is sent to the Company by email or other correspondence;
2. Your use or misuse of the Content, the Site, or any Service, including without limitation infringement claims;
3. Your violation of this Agreement; or
4. Your violation of any rights of another.

The Company reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, and You agree to cooperate with any reasonable requests assisting the Company’s defense of such matter. You may not settle or compromise any claim against any Company Party without the Company’s written consent.

14. Governing Law and Arbitration.

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CUSTOMER MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH OUT OF THE BOX. If Customer has a dispute with Out of the Box, Out of the Box will first seek to resolve such a dispute through our support team.

1. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. BOTH YOU AND THE COMPANY AGREE TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH YOU AND THE COMPANY ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL, STATE OR PROVINCIAL LAW. BOTH YOU AND THE COMPANY CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
2. Agreement to Arbitrate. This Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that You may assert individual claims in small claims court, if Your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on Your behalf. You agree that, by entering into this Agreement, You and the Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
3. Venue. All disputes arising under or in connection with the Agreement will be submitted to binding arbitration in Wilmington, Delaware, USA pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the procedures set forth below. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
4. Arbitration Procedures. The arbitration will take place in Wilmington, Delaware, USA and will apply the governing law of this Agreement. The final and binding arbitration will be performed by a single arbitrator who is a practicing commercial lawyer in English and in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either the Company or you under the AAA Rules, the Company and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, the Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
7. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.
8. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, the Company agrees that if it makes any future change to this Arbitration Agreement while You are a user of the Site or any Service, You may reject any such change by sending the Company written notice within thirty (30) calendar days of the change. By rejecting any future change, You are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
9. Jurisdiction/Venue; Governing Law. With respect to Customers located in the U.S., this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Wilmington, Delaware, USA. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.
10. Special Notice for International Use; Export Controls. The Company is headquartered in the United States. Whether inside or outside of the United States, You are solely responsible for ensuring compliance with the laws of Your specific jurisdiction. Software available in connection with the Site and the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Site or the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing, or using the Software or Services is at Your sole risk.
11. Interpretation.

The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

18. Entire Agreement.

This Agreement as it may be amended from time to time in accordance with the provisions of Section 19, and any and all other legal notices and policies on the Site, constitutes the entire agreement between You and the Company with respect to the use of the Site and the Content.

19. Amendment and Waiver.

The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the Site. You are responsible for periodically reviewing the amendments on the Site, and You are deemed to be aware of such amendments. If You do not agree to the amended terms and conditions, You shall immediately stop using the Site and any Services. Access to the Site or any Services or use of the Site after any amendments have been posted shall constitute Your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on the Company unless executed by the Company in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

20. Severability.

Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

21. Enurement.

This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement, and having received a copy of this Agreement.