Acceptance of the Agreement
Welcome to www.frenchfounders.com and thank you for visiting!
The following agreement, (”Agreement”) is entered into by and between you and FrenchFounders Inc., a for-profit Delaware corporation (“FrenchFounders”, “Company“, “we“, “us” or “our“). This Agreement governs your access to and use of our website, www.frenchfounders.com (the “Site”), your purchase or use of our application (“App”), and membership with FrenchFounders (“Membership”), along with any other services offered by us, whether through the Site or otherwise (collectively and together with the Site, the “Services”).
Please read this Agreement carefully. By accessing, browsing, paying for or otherwise using the Services or by clicking to accept or agree to the Agreement when this option is made available to you, you (1) acknowledge that you have read and understood this Agreement, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in this Agreement, and (3) accept and agree to be bound by this Agreement, including any other terms applicable to the Services that are incorporated herein by reference. If you are using the Services on behalf of an entity, you are agreeing to this Agreement for that entity and are representing to us that you have the authority to bind that entity to this Agreement (in which case “you” will refer to that entity). If you do not accept this Agreement or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.
Changes to the Agreement
We reserve the right to update and revise this Agreement at any time. We will make sure to also change the “Last Updated” date at the top of this page so you can tell if this Agreement has changed since your last visit. Any such changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Please review this Agreement regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Agreement. If you disagree to any such changes, you must notify us in writing at firstname.lastname@example.org that you wish to terminate your Agreement and Membership because of such changes. Your Membership will terminate within three working days of our receipt of your termination notice and we will refund you the fees and charges applicable to your Membership on a pro-rata basis.
Purchase of Membership
Our various Membership types and associated fees and charges can be found at https://www.frenchfounders.com/page/membership and will include the benefits and Services further set out at this page (in accordance with the type of Membership for which you subscribe) and/or as notified to you by FrenchFounders from time to time.
If you purchase a Membership from the Site and/or through other communication means with us, the terms of sale provided in this section apply to you, as well as any other specific rules, usage restrictions, or procedures that we may provide to you in relation to your purchase (including your “Club Membership Terms and Conditions”, i.e. any terms and conditions or requirements applicable to your participation in a specific Club Privé offered by FrenchFounders).
You agree to provide your payment information at the time you purchase or renew your membership (as applicable) on the Site. You must provide Company with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Company with your credit card number and associated payment information, you agree that Company is authorized to immediately invoice your account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit card used for payment hereunder. Company reserves the right at any time to change its billing methods, either immediately upon posting on Company Site and/or App or by e-mail delivery to you.
Purchase of a Membership must be for your personal business use only. Transfer of Membership to other persons is prohibited.
YOUR MEMBERSHIP, AND THE RELEVANT FEES ASSOCIATED WITH IT, LASTS FOR A YEAR FROM THE DATE OF PAYMENT OF THE RELEVANT FEES, THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF ONE YEAR AT FrenchFounders’ THEN-CURRENT FEE FOR YOUR MEMBERSHIP(S), UNLESS YOU TERMINATE YOUR MEMBERSHIP(S) IN ACCORDANCE WITH THE TERMS SET OUT UNDER “TERMINATION, CANCELLATION OR SUSPENSION OF MEMBERSHIP” BELOW. We will withdraw your Membership fee fifteen (15) days prior to any renewal date (provided you do not cancel your Membership in accordance with this Agreement). If your payment method is declined, you have until the renewal date to update it on your account settings. This provision is applicable unless otherwise prohibited, and/or to the extent permitted, by applicable laws, rules or regulations.
Changing Fees and Charges
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. However, such updated fees and charges will only apply to your next purchase of such Services (including upon the next renewal of your Membership term, as applicable).
Termination, Cancellation or Suspension of Membership
This Agreement will remain in full force and effect while you use any of the Services.
All Memberships are non-refundable and cannot be suspended unless otherwise specified in writing by FrenchFounders. Your Membership will renew automatically annually, unless you give us written notice that you would like to terminate your Membership, at least fifteen (15) days prior to the date on which your Membership is meant to renew, by accessing your account settings and ticking the relevant non-renewal box and/or by clicking on the relevant link in the notice of renewal we will send you approximately forty-five (45) days prior to the renewal date. You can access your account settings and tick the relevant non-renewal box at any time during the then-current term of your Membership up until fifteen (15) days prior to the renewal date (at which stage the box ticking will count for the following Membership year). This provision is applicable unless otherwise prohibited, and/or to the extent permitted, by applicable laws, rules or regulations.
We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under this Agreement or other related restrictions (including, but not limited to, your Club Membership Terms and Conditions). Such termination or suspension may be immediate and without notice. A breach of this Agreement, includes without limitation, the unauthorized copying or download of content from the Services.
Eligibility; User Restrictions
FrenchFounders is a community of members. In order to become a member of FrenchFounders, you must apply through our Site, and satisfy the requirements set out in this Agreement and at https://www.frenchfounders.com/page/membership (as at the date of you application to become a member). The decision as to whether any Membership application satisfies such criteria is based on our sole discretion (subject to and to the extent permitted by applicable laws, rules and regulations).
We only permit individuals who are at least 18 years old, or the age of majority in your province, territory or country, and can form legally binding contracts with us, to use the Services. Individuals under the age of 18, or the applicable age of majority (“Minors”) may utilize the Services only with the consent and support of a parent, legal guardian or other qualified adult. If you are a parent or guardian and you allow your Minor to use the Services, you agree to be bound by the Minor’s use of the Services and by this Agreement. If you are under the age of 18 or the applicable age of majority and do not have the requisite parent or guardian consent, please do not attempt to access or use the Services. Notwithstanding the aforementioned, under no circumstances may any individual under the age of 13 use any Service.
You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure this Agreement is in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction, including the specific laws of your jurisdiction regarding the import, export, or re-export of the Services.
Your use of the Services means you represent and warrant that you meet all eligibility requirements we outline in this Agreement and or as required by FrenchFounders when you apply to become a member. We may still refuse to let certain people access or use the Services. We may also change our eligibility criteria.
Use of the Services; Restrictions on Use
We may from time to time in our sole discretion develop and provide updates to the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice. Any such updates or changes will be deemed part of the Services and subject to all terms and conditions of this Agreement. If you disagree to any such changes, and such changes is/are material, you must notify us in writing at email@example.com that you wish to terminate your Agreement and Membership because of such changes. Your Membership will terminate within three business days of our receipt of your termination notice and we will refund you the fees and charges applicable to your Membership on a pro-rata basis. Except as set out in this section, we will not be liable to you or any third party for any modification, suspension or discontinuance of the Services. Unless you terminate your Membership as explained above, you will still be bound by your obligations under this Agreement, including the warranties made by you, and by the disclaimers and limitations of liability.
You may only use the Services as explicitly authorized and in compliance with any policies made available to you within the Services from time to time. You will not use any proprietary information contained on the Services, or materials, in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services:
- express or imply that any statements you make on or in relation to the Services are endorsed by FrenchFounders;
- scrape the Services or use other automated or manual means to take our content without our express prior written consent;
- modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services not intended to be so read;
- take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure;
- interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
- bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services;
- run any form of auto-responder or “spam” on the Services;
- access or use the Services for any illegal or unauthorized purpose, including to harass, abuse, defame or otherwise infringe or violate the rights of any other party; or
- otherwise take any action in violation of this Agreement.
You shall have sole responsibility for and hereby warrant the accuracy, quality, integrity, legality, non-infringement of any third party intellectual property rights, reliability and appropriateness of all content or data which is uploaded by you to, or communicated, in relation to our Services. You shall indemnify us for any breach of this warranty. We shall not be responsible, or liable to any third party, for the content posted and/or communicated by you or any other user of our Services.
End User License
Subject to the remainder of the Agreement, as set forth in this “End User License” Section, and your payment of applicable subscription fees, FrenchFounders grants you a limited, non-exclusive, and non transferable license to:
- download, install, and use the App and/or Site for your personal business use (subject to anything to the contrary in any applicable Club Membership Terms and Conditions) on device(s) owned or otherwise controlled by you (“Device”) strictly in accordance with the App’s and/or Site’s documentation; and
- access, stream, download, and use on such Device the Services made available in or otherwise accessible through the App and/or Site, strictly in accordance with the Agreement, as applicable to the Services.
If we believe a user may be infringing upon someone’s intellectual property rights, we may remove the material. If we believe someone is repeatedly infringing, we will terminate that person’s access rights and/or Membership.
It is Company’s policy to terminate membership privileges of any member and/or user who repeatedly infringes copyright upon prompt notification to Company by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Company Services in a way that constitutes copyright infringement, please send us a written notice at firstname.lastname@example.org including the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Company Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) 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; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You acknowledge and agree that the views expressed by other users on our Services do not represent our views or values.You acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of any third party content (including other members’ content) posted on and/or in relation to the Services (including without limitation, content disclosed in any chat rooms provided on the Services and/or discussions between members and/or third parties at FrenchFounders events). We expressly disclaim any responsibility for all aspects of such content and you further acknowledge and agree that Company shall 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 content, goods or services in connection with any such content.
Use of any third party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in this Agreement grants you any license to third party trademarks or content, which shall remain the property of their respective owners.
The content on our Services is provided for general information purposes only. It is not intended to amount to advice (of any nature) on which you should rely. You must obtain professional or specialty advice before taking or refraining from any action on the basis of the content on our Services.
You also acknowledge and agree that your use of the Services requires Internet access and bandwidth and we do not own or control all aspects through which the Services are provided and cannot guarantee the performance of such facilities, equipment and communications lines. The Internet is not a secure network and third parties may be able to intercept, accept, use or corrupt the information you transmit or receive over the Internet. We are not responsible for invalid, erroneous or corrupted data.
Links to Third Party Websites
We may provide links to third party websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. Although a third party website may contain FrenchFounders’s logo or other intellectual property elements, please understand that it is independent from FrenchFounders and that FrenchFounders has no control over the content of that website. These links do not imply endorsement of, sponsorship of, or affiliation with FrenchFounders. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites and services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
The Company will not tolerate certain social media conduct by users of the Site, whether indirectly or directly targeting or relating to FrenchFounders, its members, officers, directors, employees, personnel, or agents, including for example: (a) defamatory, malicious, obscene, intimidating, discriminatory, harassing or threatening comments or hate propaganda; (b) calls to violence of any kind or other threats of any kind; or (c) conduct that violates any law or regulation. In the event that FrenchFounders feels that you have breached this Agreement, FrenchFounders reserves all its rights to take further action, including but not limited to: (i) adding, removing, or modifying any content, including comments, (ii) blocking you or any other disruptive users; and (iii) discontinuing any of its social media channels at any time. In the event that you engage in (or direct or influence any person to engage in) any of this prohibited conduct on your social media channels regarding FrenchFounders or any of FrenchFounders’s officers, directors, employees, personnel, agents, policies, services or products or other members, FrenchFounders may immediately terminate your Membership or use of this Site and reserves it full legal rights to pursue legal damages against you.
Except as otherwise expressly granted to you in this Agreement, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof.
You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws. You acknowledge and agree that you do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.
Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
In particular, audio or video content from FrenchFounders not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services.
If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
You must not access or use for any commercial purposes any part of the Site and App or any services or materials available through the Site and App (subject to anything to the contrary in any applicable Club Membership Terms and Conditions).
To inquire about obtaining authorization to use the materials or content other than as permitted in this Agreement, please contact us at email@example.com.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services (“Ideas”). By submitting any Idea, you agree that your disclosure will not place FrenchFounders under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, FrenchFounders does not waive any rights to use similar or related ideas previously known to FrenchFounders, or developed by its employees, or obtained from sources other than you.
FrenchFounders may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that FrenchFounders has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.
Availability of the Services
Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in our Services, please report it to us at firstname.lastname@example.org and we will review your complaint and, where we determine it appropriate to do so, correct the fault. We will not be liable to you if the Services are unavailable from time to time.
We do not guarantee that our Site and/or App, or any content in it, will always be available or uninterrupted. We do not guarantee that our Site and/or App, or any content in it, will always be free from errors or omissions. We reserve the right (in our sole discretion) from time to time to change the Site and/or App for any reason or no reason at all. We will try to give you reasonable notice of any major changes. You agree that FrenchFounders will not be liable to you or to any third party for any change to the Services or any part thereof.
Device and Browser Requirements
You are responsible for making all arrangements necessary for you to have access to our Services. To enjoy the Services via your smartphone or other device, your device must satisfy certain system requirements.
The App is available on Apple and Android devices only. You can find and download the App on the Apple Store and Google Play respectively. For the App to operate optimally, you must use the most up to date version of your relevant operating system (i.e. for Apple, iOS 9 and above; and for Android, v5.0 and above).
To access our Site, you must ensure you are using a recent web browser to access it. If you connect to the Site through a VPN or proxy, it is possible that some functionalities will not be available and/or that your use of the Site may be impaired or non-optimal.
Account and Password
In order to use certain features of the Site and/or App, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify FrenchFounders of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Warranty Disclaimers; Limitation of Liability
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY OF THE SERVICES OR ANY CONTENT AVAILABLE THROUGH ANY OF THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, WHETHER DIRECTLY OR INDIRECTLY ARISING, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S BREACH OF CONTRACT OR NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL.
COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY TO YOU FOR CLAIMS IN ANY CONTRACT YEAR SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES THAT YOU PAID FOR YOUR MEMBERSHIP IN SUCH YEAR.
THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Services or your use of any information obtained through use of the Services.
The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of New York without reference to its conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and the Parties agree to waive all rights to challenge the foregoing.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Company, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to FrenchFounders - Arbitration Request, The Foundery, 27 West, 20th Street, Suite 800, New York, NY 10011. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Company will pay them for you. In addition, Company will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
This Agreement constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved. Each party confirms that it has not relied upon, and shall have no remedy in respect of any agreement, warranty, statement, representation or undertaking unless set out expressly in this Agreement.
A person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement.
We take our commitment to members seriously, and we will do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in this Agreement if the failure results from a cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.
You cannot assign, transfer or sublicense this Agreement without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent.
No Partnership or Agency
This Agreement does not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
If we do not enforce any part of this Agreement, it does not mean we give up the right to later enforce that or any other part of this Agreement. In order for any waiver of compliance with this Agreement to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
You may not use, export, import, or transfer Company App and/or Site except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Company Services, and any other applicable laws. In particular, but without limitation, Company App and/or Site may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Company App and/or Site, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Company App and/or Site for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Comments, Concerns and Complaints
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: firstname.lastname@example.org.
Agreement Last Modified Date
The last modified date of this agreement is January 23th, 2020.