These Terms of Service (˝Terms˝) are between you (˝you˝ or ˝your˝), as an authorized user of the Service (as defined below), and the providers and developers of this Webship shipping software, “Provider” or “Providers” as specified below.
The Providers offer certain software that facilitates the creation of shipping labels for various carriers. These Terms set for the terms and conditions of your use of the Service. By setting up a Webship account, by using the Service, by using our downloading software, or by creating a label, you agree to these Terms.
These Terms include the terms of this Terms of Service together with any operating rules, policies, price schedules or other supplemental documents expressly incorporated herein by reference and published from time to time.
You may connect to the Service using an Internet browser supported by the Service. You are responsible for obtaining access to the Internet and any equipment necessary to use the Service.
To use the Service, you need to set up a Webship account or have one setup for you by a Provider. You may select either a free plan (˝Free Plan”), or a Paid Plan. You confirm that all Users are 16 years old or older.
You shall not upload or enter any personal data, revealing: (i) racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership; (ii) data concerning health or sex life or sexual orientation; or (iii) genetic data or biometric data, (“Sensitive Personal Data”) into the Service.
Account options (such as the ability to participate in upgrades, downgrades, and conversions) and payment requirements made available to you may vary from country to country and from Provider to Provider. However, these Terms govern your use of the Service.
Free Plans don't have all the features of Paid Plans and are subject to limitations described in these Terms and as implemented and communicated in Webship from time to time. A free plan holder may upgrade to a Paid Plan by following the Webship upgrade procedures.
Subscription Period. The subscription period for Paid Plans can be month-to-month, yearly, or another duration described in the account features for your account (˝Subscription Period˝).
Paid Plans are subject to fees based upon the account type you've selected (˝Subscription Fees˝). You agree to pay all applicable Subscription Fees. If you set up a Paid Plan your credit card will be charged the current fee for the type of account you've chosen. For renewals, your credit card will be automatically charged the amount of the then-current fee for your type of account. The fees do not include taxes; You are responsible to pay any and all applicable taxes levied or based on this Agreement. If the Provider is found to be responsible for the withholding and payment of taxes on behalf of Client, Client agrees to indemnify the Providers with respect to the full amount of taxes due, together with applicable interest and penalties. If Client is required to withhold any tax from any payment, then the amount of the payment will be automatically increased to completely offset such tax so that the amount remitted to the Providers, net of all taxes, equals the amount invoiced or otherwise due. The Providers reserve the right to charge value-added taxes, sales, or other taxes on the Service as it deems appropriate, and reserves the right to change prices or institute new charges for access to or use of the Service at any time upon not less than thirty (30) days’ notice to you, either by (i) posting pricing plan changes on the Webship application website, or (ii) sending information regarding the pricing plan changes to the email address you provided. You are responsible for regularly reviewing such pricing information. Continued use of the Service or non-termination of your account after such thirty (30) day period constitutes your acceptance of the prices and your commitment to pay all applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that the Providers shall have no liability to you arising out of the acts or omissions of such third parties. BY SELECTING A PAID PLAN, YOU CONSENT TO ALLOW THE PROVIDERS TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED.
Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account by the end of the then-current Subscription Period. You can cancel your plan at any time. Cancellation will be effective immediately. Please note that after you cancel your paid plan, you will not be able to use or access the paid plan Services and you will not be entitled to a refund of any fees that you've paid.
Account Upgrades. You can upgrade your Paid Plan at any time. You can upgrade from a Free Plan to a Paid Plan or from one type of Paid Plan to another. When you upgrade from a Paid Plan to another type of Paid Plan, we will apply the amount paid for your current plan to the upgraded plan for the remainder of the then-current subscription period.
Downgrades. You can downgrade your Paid Plan to a different Paid Plan with a lower volume limit. However, any downgrade will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing plan.
IT IS YOUR RESPONSIBILITY TO DECREASE THE VOLUMES AND INTEGRATIONS TO MEET THE REQUIREMENTS OF YOUR NEW, DOWNGRADED ACCOUNT PLAN PRIOR TO DOWNGRADING YOUR PLAN. IN ORDER TO DOWNGRADE YOUR ACCOUNT, YOU MUST DECREASE THE VOLUME AND INTEGRATIONS TO AN AMOUNT EQUAL TO OR LOWER THAN THE LIMITS OF THE NEW PLAN. IF YOU DO NOT QUALIFY FOR THE DOWNGRADED PLAN, YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCOUNT WILL NOT BE CHANGED TO THE DOWNGRADED ACCOUNT TYPE AND YOU WILL BE CHARGED THE SUBSCRIPTION FEE FOR YOUR EXISTING ACCOUNT TYPE.
To use the Service, you will need to have a compatible computer or mobile device with Internet access. If you access the Service using a wireless data plan on your mobile device, you may incur increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third-party services and appropriate carrier accounts to access Service. You must have all necessary rights to grant the licenses to the Providers set forth in these Terms and you represent and warrant that you have such rights and that Webship’s exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Service may include certain communications, such as service announcements and administrative messages, promotional offers and news about Webship or its affiliates and that these communications are considered part of your subscription and you will not be able to opt out of receiving them.
You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country, state or province in which you reside, and that you possess the legal right and ability to enter into these Terms. You agree to be financially responsible for your use of the Service (as well as for use of your account by others, including, without limitation, minors living with you) and to comply with your responsibilities and obligations as stated in these Terms.
To use this service, you expressly agree that all prices quoted for labels created on this service are subject to Carrier review, modification and adjustment. The Carrier may determine, in their sole discretion, that the price quoted did not accurately represent the parcel as presented. This could result from a review of the weight, dimensions, remote area locations, address corrections and other attributes you declared or failed to declare when the label was printed verses the actual data as reviewed by the carrier. You expressly agree to accept the adjustment as determined by the Carrier as accurate and correct. You also authorize the difference in fee that results from these discrepancies to be charged per the payment method as defined in the service settings, whether that be credit card, ACH withdrawal or some other method. These charges to your payment method will be in the amount equal to A) your recharge amount as configured in your payment settings, or B) the amount of the additional carrier charges, whichever is greater. You expressly agree to make payment if the authorized payment method is declined.
To use this service, you expressly agree to comply with all General Terms and Conditions of the various shipping carriers and their specific guidelines as posted by the individual carriers including, USPS, DHL, UPS, FedEx and any other carrier for which labels may be created using the Services.
If any amount owed is not paid within 30 days of invoice date, including without limitation, all amounts due under this agreement, such amounts shall bear interest at a per-annum rate of twenty five percent (25%) compounded monthly from the date of invoice, or the maximum rate allowable by applicable law.
I authorize the provider(s) to initiate ACH / electronic debits to my account for payments.
I understand that the amount charged will vary depending on the amount owed on the invoice being processed.
I authorize the provider(s) to use the checking account number and the routing number I have provided to the provider(s) for paying invoices I have incurred with the provider(s).
I agree that all ACH Transactions are authorized and comply with all applicable laws and regulations.
I understand that this authorization will remain in full force and effect until I notify provider(s) that I wish to revoke this authorization. I understand that provider(s) requires at least seven (7) days prior notice in order to cancel the authorization.
For Pay On Use (POU) returns, you agree to pay a label fee. This fee is currently set at 50 cents but may change at any time at our sole discretion.
General Restrictions. Your account, password, and any specific URL associated with your account are for your individual use only. You may not resell accounts or any account features. Your use of the Service is subject to all applicable local, state, national, and international laws and regulations (including, without limitation, those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities or false advertising). You agree: (i) not to use the Service for any illegal purpose; (ii) not to interfere with or disrupt networks connected to the Service; (iii) to comply with all regulations, policies and procedures of networks connected to the Service; (iv) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (v) not to attempt to gain unauthorized access to other computer systems; (vi) to not interfere with another customer's use and enjoyment of the Service; and (vii) to keep your account information current, complete, and accurate. You agree that you will not use the Service to disseminate any advertising, promotional materials, spam, chain letters, junk mail, or any activity making use of distribution lists to any person who has not given specific permission to be included in such a process or on such list. You agree that you will not use the Software or Service to create, copy, store, transmit, share or distribute any Files, images, sounds, messages or other material which are obscene (as determined in Providers sole discretion), harassing, abusive, threatening, racist, malicious, fraudulent or libelous, contain nudity, are unlawful, violate or infringe the rights of third parties, or expose the Providers to any actual or potential civil or criminal liability. The Providers reserve the right in their sole discretion to take any action that they deem necessary if you violate these Terms, including suspension or termination of your account. The Providers reserve the right to take any action with respect to the Service that is deemed necessary or appropriate in its sole discretion, if it is believed that you, your Files, or your actions may create liability, compromise or disrupt the Service for you or other customers, or cause the Providers to lose (in whole or in part) the services of and business partners.
By logging in and using this Software and Services you opt-in to receive email from us and agree that we may email you with information about the Services, surveys, offers, and other items. You may modify this opt-in authorization and will be given the opportunity to opt-out of future emails.
If you ship hazardous materials or dangerous goods, you specifically warrant that (a) you are qualified by all regulations and laws; (b) you are the sole offeror; and (c) you are not relying in any way upon the Provider or Providers or any Provider affiliates as a qualified offeror. You warrant and represent to all parties that you: (i) have the right to provide the data you transfer through the Web Site; and (ii) you have a bona fide interest in the information you receive through the Service and shipments associated with such information.
You shall comply with all carrier specific guidelines including those related to Hazardous Materials and Dangerous Goods as posted by the individual carriers including, USPS, DHL, UPS, FedEx and any other carrier for which labels may be created using the Services.
The Provider uses reasonable efforts to make the Service available 7 days a week 24 hours a day. However, we do not guarantee availability of the Service, shall not have any liability to you for any unavailability of the Service, and is under no obligation to provide you with maintenance, technical support or updates for the Software or Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by the Providers from time to time. We reserve the right to suspend access to your account if your use of the Service disrupts, impedes or otherwise negatively impacts the operation of the Service or the use of the Service by other customers.
Some parcel carrier services include a limited amount of free insurance to cover lost or damaged parcels. For some services we may file and collect the settlement with the carrier directly. You may file a claim with us during the lessor of 90 days or the carrier's claims statute of limitations.
We reserve the right to retain the settlement amount if you do not notify us of your loss or damage within 90 days.
License. Subject to these Terms, you are granted a non-exclusive, non-transferable license when you set up a Webship Plan, to: (i) access the Software on devices within your possession and control, subject to limitations for Free Plans and other device limitations as required from time to time; and (ii) use the Software to access and use the Service for your own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Software or Service, ownership of which is retained by the Provider and its suppliers, as applicable. Software updates are governed by these Terms. The Software is licensed, not sold, to you for use only under these Terms, and the Provider reserves all rights not expressly granted to you. Elements of the Software may not be used separate from the Software as a whole unless subject to a license granting separate use. Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing.
Compliance with Laws. You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use the Software and/or Service. You acknowledge and agree that the Software is controlled for export purposes and that your use of the Software may be subject to audit to ensure compliance with these Terms. You agree to: (i) strictly comply with all United States export laws and regulations, including, but not limited to the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR), the Office of Foreign Asset Control (OFAC) regulations as administered by the Department of Treasury, and all treaties, Executive Orders, laws, statutes, amendments, or supplement thereto, including all applicable international, national, state, regional and local laws, and regulations; (ii) not export, re-export or transfer, directly or indirectly, the Software to any prohibited country outlined in the EAR, or to any denied person, entity, or against any general denial order, as listed with the DOC as follows: Denied Persons List, Entities List, the Unverified List, and General Order No. 3 to Supplement No. 1 to Part 736 of the EAR, or on any OFAC list, currently the Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists; (iii) not export, or re-export the Software to any military entity or military end-use not authorized under the applicable provision of the EAR; (iv) not to export or re-export into Cuba, Iran, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; and (v) not to license, sell, provide or distribute the Software for any prohibited use or to any prohibited end user.
You agree to comply with all requirements presented by the Provider and all requirements presented by the various carriers on their respective websites and other communication vehicles.
All items mailed via USPS services must conform to the mailability requirements of the USPS as detailed in the IMM 130 and USPS Publication 52; all applicable United States laws and regulations, including export control and customs laws and regulations; and all applicable importation restrictions of the destination countries. For each item mailed using the Services, you are responsible for determining export and import requirements, obtaining any required licenses and permits, and ensuring that the recipient of the item is authorized by the laws of the United States as well as destination countries to receive the item, and for the exportation and importation status of the products mailed under this Agreement as detailed in IMM 112.
Fraud. Providing false information to access discounted rates or pay less than the applicable postage due through the use of the Services or any carrier services, may subject you to criminal and/or civil penalties, including fines and imprisonment.
Duties and Taxes. Customs duties and taxes for packages mailed under this Agreement are the responsibility of the addressee.
The Software is a ˝Commercial Item˝, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of ˝commercial computer software documentation,˝ as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth in these Terms. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
Your rights to use the Service and Software are effective through the end of applicable Subscription Period unless earlier terminated. We reserve the right to terminate these Terms and your account without prior notice and without liability to you upon requests by government and/or law enforcement agencies.
For Free Plans, storage space, bandwidth availability, and account features may be limited, modified or suspended, and the Free Plan may be terminated, at any time at our sole discretion without notice or liability to you. The Provider may terminate your Paid Plan (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you, (ii) upon your breach or failure to comply with any term or condition of these Terms, without liability to you, and (iii) without cause during the Subscription Period provided that the Provider returns a pro rata portion of the Subscription Fee to the party who has paid for the account.
Upon termination, the licenses granted to you shall cease, you will not be able to access or retrieve any information stored in your account, and you shall promptly destroy the Software. If you terminate your account, you agree that the Provider may keep history information on its servers for reasonable time thereafter to enable continuity of transaction history as required by federal, state law and for lawful accounting practices.
In the event of expiration or termination of your account, the representations made by you in these Terms, and the obligations of each party, which by their nature would continue beyond the termination or expiration of these Terms, including without limitation the Sections entitled ˝Usage Requirements˝, ˝Compliance with Laws˝, ˝Governments˝, ˝Term and Termination˝, ˝Rights of Co-Brand Partners˝, ˝Disclaimer of Warranties˝, ˝Limitation of Liability˝, ˝Indemnification˝, ˝Modifications to the Terms˝, ˝Agreement to Arbitrate all Disputes˝, and ˝General˝ shall survive such expiration or termination.
We will follow the legal requests presented by government and/or law enforcement agencies. Your rights to use the Service and Software or any discounted rates are effective until modified or terminated. We reserve the right to modify or terminate the service, software and rates at any time without notice, or terminate these Terms and your account without prior notice.
Your information may be used to facilitate the purchase of USPS postage and fulfill transactional reporting requirements for the USPS postage systems. Collection is authorized by 39 U.S.C. 401, 403, and 404. Providing the information is voluntary, but if not provided, your transaction may not be processed. The Postal Service does not disclose your information to third parties without your consent, except to facilitate the transaction, to act on your behalf or request, or as legally required. This includes the following limited circumstances" to a congressional office on your behalf; to financial entities regarding financial transaction issues; to a US Postal Service (USPS) auditor; to entities, including law enforcement, as required by law or in legal proceedings; and to contractors and other entities aiding us to fulfill the service (service providers). For more information regarding the USPS privacy policies, visit www.usps.com/privacypolicy.
These Terms may be amended at any time upon thirty (30) days' notice by (i) posting a revised version of these Terms on the Webship application website, and/or (ii) sending information regarding the amendments to the email address you provide. You are responsible for regularly reviewing the Webship application website to obtain timely notice of such amendments. Your continued use of the Service after such thirty (30) day period shall be deemed acceptance by you of the amended Terms.
THE SOFTWARE AND THE SERVICE ARE PROVIDED ON AN ˝AS IS˝ AND ˝AS AVAILABLE˝ BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDERS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, THE USABILITY, CONDITION OR OPERATION OF THE SOFTARE OR SERVICE, COMPATIBILITY, SECURITY, ACCURACY, AND NON-INFRINGEMENT. THE PROVIDERS DO NOT WARRANT THAT: (I) THE ACCESS, USE OR QUALITY OF THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY; (II) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND SERVICE REMAINS WITH YOU, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
Nothing in this Agreement shall be construed as a representation or guarantee by Provider or any related carrier that Qualifying Mail will be delivered to the appropriate addresses within any particular time.
IN ADDITION, YOU AGREE THAT NEITHER THE PROVIDERS NOR ANY OF ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT (INCLUDING CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL INFORMATION OR OTHER INFORMATION OR DATA, HARM TO YOUR COMPUTER SYSTEM, HARM THAT RESULTS FROM YOUR ACCESS TO THE SERVICE OR SOFTWARE, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THESE TERMS OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF THE PROVIDERS OR ANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SOFTWARE AND THE SERVICE OR ANY BREACH OF THESE TERMS IS LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SOFTWARE (NOT INCLUDING ANY POSTAGE FEES) IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S.$500.00. YOU HEREBY RELEASE THE PROVIDERS AND EACH OF ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.
YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORIZED OFFICER, IN EVALUATING THE SERVICE OR SOFTWARE OR ANY OTHER SERVICE OFFERED HEREWITH.
The Providers of Webship include the software developers including Rock Solid Internet Systems, Inc., various distribution agents, and other affiliated organizations that may provide branding, sales, support and technical access to the Services.
You agree to indemnify, defend and hold the Providers and their officers, directors, employees, agents, licensors, affiliates and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, arising out of claims based upon your use of the Service or Software, including but not limited to: (i) a violation or breach of these Terms by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account and/or Files, or (iii) the Providers authorized use of data, Files or other content provided by you or obtained as authorized by you under these Terms.
You and the Providers agree that all disputes and claims shall be settled by binding arbitration instead of in courts of general jurisdiction. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to, any dispute, claim or controversy arising out of or relating in any way to the Service, the Software, the Webship website, these Terms or any aspect of the relationship between you and the Providers. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the Providers are each waiving the right to a trial by jury or to participate in a class action. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies, including, for example, the Federal Communications Commission. Such agencies can, if the law allows, seek relief against the Providers on your behalf. This arbitration provision shall survive termination of these Terms and the termination of your account.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (˝Notice˝). The Notice to Rock Solid Internet Systems, Inc. should be addressed to: Rock Solid, ATTN: Legal Department, 466 N. 900 W. Suite 201, American Fork, UT 84003, USA (˝Notice Address˝). The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought (˝Demand˝). If we do not reach an agreement to resolve the claim within 30 days after the Notice is received, either party may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by either party shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which either party is entitled. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, ˝AAA Rules˝) of the American Arbitration Association (˝AAA˝), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Unless the parties agree otherwise, any arbitration hearings will take place by video or telephone conference. If your claim is for US$10,000 or less, Provider 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 US$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 shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of these Terms. Provider may make a written settlement offer any time before an arbitrator is selected.
YOU AND PROVIDER AGREE THAT EACH 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 PROCEEDING. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms. You expressly agree that the exclusive jurisdiction for any arbitration proceeding resides in Salt Lake City, Utah. In addition, you expressly agree that the exclusive jurisdiction for any claim or dispute arising from the use of the Software or Service, if not settled via arbitration, resides in the United States District Court for the District of Utah. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of the Provider. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. Provider’s failure to act with respect to a breach by you or others does not waive their right to act with respect to subsequent or similar breaches. Provider shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between Provider and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third-party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Last updated September 2, 2022