Terms and Conditions

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE “TERMS OF SERVICE” OR “TERMS”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OWNED OR OPERATED BY SQUAWK BOX, LLC. OR ITS AFFILIATES (COLLECTIVELY, THE “COMPANY”) (COLLECTIVELY, THE “WEBSITE”), IN ANY WAY, INCLUDING PURCHASING ANY SUBSCRIPTIONS OR PRODUCTS THROUGH THE WEBSITE, OR USING ANY OTHER SERVICES COMPANY MAY OFFER OR ENABLE THROUGH THE WEBSITE (COLLECTIVELY THE “SERVICES”), YOU REPRESENT THAT (1) YOU HAVE READ AND AGREE TO THE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF SERVICE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.

THE TERMS OF SERVICE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

THE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

• Registering Your Account: In order to access certain features of the Services you may be required to register for an account (“Account”).
• Registration Data: In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18+) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify the Company immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by the Company, or if you have been previously banned from use of any of the Services.

• Automatically Renewing Subscriptions: BY PURCHASING A RECURRING SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE, SQUAWK BOX (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO AUTOMATICALLY CHARGE YOUR PAYMENT METHOD MONTHLY AT THE THEN-CURRENT SUBSCRIPTION RATE FOR YOUR SUBSCRIPTION AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS AND WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE MONTHLY PERIODS UNTIL YOU CANCEL IT.
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• Cancellation.

  YOU MAY CANCEL YOUR RECURRING SUBSCRIPTION AT ANY TIME, BY LOGGING INTO YOUR ACCOUNT OR EMAILING US AT INFO@SQUAWKBOXES.COM AND FOLLOWING THE INSTRUCTIONS, IF ANY, WE PROVIDE YOU IN RESPONSE TO YOUR CANCELLATION REQUEST. THE CANCELLATION OF A BOX SHIPMENT MUST BE MADE 1 BUSINESS DAY BEFORE THE NEXT BILLING DATE REFLECTED IN YOUR ACCOUNT SETTINGS. IF YOU CANCEL YOUR SUBSCRIPTION LESS THAN 1 BUSINESS DAY BEFORE YOUR NEXT BILLING DATE, YOUR SUBSCRIPTION WILL NOT BE CANCELLED AND YOU WILL NOT RECEIVE A REFUND.  INSTEAD, YOUR SUBSCRIPTION WILL RENEW AND YOU WILL CONTINUE TO ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE NEXT RECURRING SUBSCRIPTIONS PERIOD FOR WHICH YOU HAVE PAID (AT WHICH TIME, YOUR SUBSCRIPTION WILL CANCEL). IF YOU CANCEL A RECURRING SUBSCRIPTION BEFORE ALL OF YOUR BOXES HAVE BEEN DELIVERED, YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD.  SQUAWK BOX MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE SQUAWK BOX REASONABLY COULD ACT.

  WE RESERVE THE RIGHT TO MODIFY OUR PRICING AT ANY TIME (BUT NOT THE PRICE IN EFFECT FOR THE THEN-CURRENT RECURRING SUBSCRIPTION FOR WHICH YOU HAVE PAID), UPON 30 DAYS ADVANCE NOTICE TO YOU. IF YOU HAVE NOT CANCELLED YOUR SUBSCRIPTION WITHIN THE 30 DAY PERIOD AFTER RECEIVING NOTICE OF A PRICE CHANGE BY LOGGING INTO YOUR ACCOUNT AND FOLLOWING THE INSTRUCTIONS FOR CANCELLATION OR EMAILING US AT INFO@SQUAWKBOXES.COM AND FOLLOWING THE INSTRUCTIONS, IF ANY, WE PROVIDE YOU IN RESPONSE TO YOUR CANCELLATION REQUEST, YOUR SUBSCRIPTION WILL AUTO-RENEW AT THE PRICE INDICATED IN THE NOTICE.

• Automatic Renewal. Your renewal date for all pre-paid subscriptions will be the prescribed date agreed to at purchase of the month your initial term ends. For example, if you bought a three-month subscription on November 1st, your subscription would renew for another three months on January 20th. If you cancel the automatic renewal of your subscription, your current subscription will continue until the end of your current term. For example, if you cancel a three-month subscription after receiving your first box, you will still receive the following two boxes, but your subscription will end after that period. The Company may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your payment method. If the Company does not receive payment for a renewal prior to the date of renewal, the Company may, in its discretion, do one or more of the following: (i) demand full payment, (ii) charge any form of payment you have obtained to replace your provided form of payment (e.g., you have obtained a replacement credit card number), and you hereby authorize the Company to do so, and (iii) terminate or suspend your subscription.
• Gift Subscriptions: 

  For Gift Subscriptions, the subscription will not be renewed after the then-current term expires. You cannot cancel a Gift Subscription and the pre-paid fee is non-refundable.

  We reserve the right to revoke your subscription at any time as a result of a violation of these Terms or the Privacy Policy. Subscriptions are void where prohibited by law.

• Products. As part of the Services, including some subscriptions, the Company may from time to time make certain physical products and accessories (“Products”) available to you for purchase. The Company’s Products may include but are not limited to, subscription boxes, merchandise, special release boxes, and additional content or accessories.
• Order Confirmation. For all orders of Products or Services, Company will provide an email or other form of confirmation after receipt of your purchase order. Your receipt of an order confirmation merely confirms Company’s receipt of your order and neither indicates Company’s acceptance of your order nor confirms Company’s offer to sell. Company reserves the right to refuse or limit any order you place with us. Company may also, in Company’s sole discretion, limit or cancel quantities purchased per person, household or order. These restrictions may include orders placed by or under the same Account, method of payment, email address, and/or using the same billing and/or shipping address. Company also reserves the right to limit or prohibit orders that, in Company’s sole judgment, appear to be placed by dealers, resellers or distributors. In the event Company makes a change to or cancels an order, Company will attempt to notify you by contacting the email address provided at the time the order was made. If Company cancels all or any part of your order after your Method of Payment has been charged, Company will refund the billed amount.
• Shipment Confirmation and Delivery. All orders are subject to acceptance by us, and Company will confirm such acceptance by sending you an email confirming the Products have been shipped. You may choose the method of shipment and timing of delivery for Products you order if more than one method is available, and you will be charged shipping and handling charges accordingly based on your choice. You are responsible for at all times keeping your shipment and contact details updated with the Company. Company is not responsible for deliveries made to the incorrect address or delayed due to incorrect or out-of-date information provided to us by You. Further, Company will not be held liable for deliveries that are delayed due to events that are beyond Company’s control. However, Company will work with you to ensure a smooth delivery.
• Prices. The prices displayed for Products available for purchase via the Services represent the applicable retail prices, and do not include taxes, shipping or handling charges (unless otherwise stated). Any applicable taxes, shipping or handling charges will be communicated to you before you place an order. The prices displayed on the Website are quoted in U.S. dollars. Products in your shopping cart reflect the current price displayed on the Product’s details page. Please note that this price may differ from the price displayed when the Product was first placed in your shopping cart.
• Payment. By submitting an order for any Products or Services, you agree to pay in advance the price of the Products, plus any applicable taxes, shipping and handling and/or other charges. Payment may be made by credit card or any other method of payment Company may make available to you. In order to make a payment, you must provide us and or third-party payment processor with valid credit card and/or other billing information and authorize us (or any third-party payment service provider engaged by us) to charge your method of payment for all orders placed and accepted via the Services. Company is not responsible for any bank fees, overdraft fees, or other fees or obligations in connection with your payments hereunder.
• Product Information. Most Products displayed on the Website are available exclusively online through the Services. These Products may have limited quantities and, because of their limited availability, stock will not and cannot be refreshed. When a Product featured on the Website is no longer in stock, Company uses its best efforts to remove such Product from the Services in a timely manner. Should you have any questions concerning the availability of a particular Product, please contact Company’s Customer Service by emailing info@squawkboxes.com.
• Substitutions. Company has made every effort to display as accurately as possible the Products that appear on the Website. However, Company reserves the right to substitute Products (except for specific Company merchandise) with items of equal or lesser value.
• All Sales Final. All sales of Products and Services are final, and no returns or exchanges are accepted by the Company. All payments for Products and Services are non-refundable.

Mobile Messaging

The Squawk Box LLC mobile message service (the "Service") is operated by Squawk Box, LLC. (“Squawk Box LLC”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.

• Receiving Messages: By consenting to Squawk Box LLC’s SMS/text messaging service, you agree to receive recurring SMS/text messages from and on behalf of Squawk Box LLC through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).
• Voluntary Participation: You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with Squawk Box LLC. Your participation in this program is completely voluntary.
• Charges and Fees: We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.
• Right to Opt Out: You may opt-out of the Service at any time. Text the single keyword command STOP to +18336854927 or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Squawk Box LLC mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms. For Service support or assistance, text HELP to +18336854927 or email info@squawkboxes.com.
• Change of Phone Number: We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages. The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.
• Liability: To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
• Right to Privacy: We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Notice.

• Services. You agree that the Company and its licensors own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, artwork, recipes, toy designs, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
• Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of the Company.
• Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to the Company (“Feedback”) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
• User Content. In the course of using the Services, you may have the opportunity to participate in forums, discussions, or to otherwise provide information or content which may be used by Company in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to Company or in connection with the Services (collectively, “User Content”), you hereby  grant Company a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such User Content (including all related intellectual property rights) in connection with the Services, the Website, and Company’s (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, Company will only share your personally identifiable information in accordance with Company’s privacy policy. You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content through the Services and under these Terms. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any such third-party content. You understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all User Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Company be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred in connection with use of or exposure to any User Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
• General Prohibitions. You agree that you will not contribute any User Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any User Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all User Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl”, “scrape”, or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.
• User Data. You acknowledge and agree that you do not and should not have access to data regarding other users, in connection with your use of, and participation in, the Services. You are expressly prohibited from collecting any data regarding other users. The Company may terminate your use of and access to the Services at its sole discretion if it suspects your violation of this section.
• Investigations. The Company may, but is not obligated to, monitor or review the Services at any time. Although the Company does not generally monitor user activity occurring in connection with the Services, if the Company becomes aware of any possible violations by you of any provision of the Terms, the Company reserves the right to investigate such violations, and the Company may, at its sole discretion, immediately terminate your license to use the Services, or change, in whole or in part, without prior notice to you.
• Third-Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). Such Third-Party Websites are not under the control of the Company. The Company is not responsible for any Third-Party Websites & Ads. The Company provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
• Indemnification. You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users; or (d) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Services.
• Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES (AND ANY CONTENT AVAILABLE THROUGH THE SERVICES) IS AT YOUR SOLE RISK, AND THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
• LIABILITY LIMITATION. OUR CUMULATIVE LIABILITY TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, THE SERVICES, OR ANY CONTENT AVAILABLE THROUGH THE SERVICES, WILL NOT EXCEED $50 OR THE AMOUNT OF FEES PAID TO US BY YOU UNDER THESE TERMS DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, WHICHEVER IS GREATER. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OF THESE TERMS.

• APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS.  The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods for household use. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
• BASIS OF BARGAIN.  The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between you and us.  The Company would not be able to provide the Website or the Services on an economic basis without such limitations.  The warranty disclaimer and limitation of liability inure to the benefit of the Company’s suppliers as well.
• Termination. These Terms are effective as of the date you accept them (as provided in the preamble) and will continue until terminated as provided herein. We may immediately terminate these Terms if you fail to comply with these Terms or if we decide to cease making the Website or the Services generally available. Upon such termination, you must immediately stop using the Services. Sections  4, 5, and 10 – 17 will survive any termination of these Terms.
• DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA). If you are a copyright holder and believe that content on the Services violates your rights, you may send a DMCA notification to info@squawkboxclub.com. For more information, including the information that must be included in a DMCA notification, see the text of the DMCA, 17 U.S.C. § 512.
• General Provisions
• Release. You hereby release the Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services or any interaction between you and any User. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
• Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
• Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
• Limitations Period. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE WEBSITE, OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
• Dispute Resolution.
• Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
• Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 23133 Woodward Avenue, 224, Ferndale MI, 48220. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
• Arbitration Rules. Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Streamlined Arbitration Rules governing the arbitration are available online at http://www.jamsadr.com/. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
• Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
• Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.
• Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute 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 (including any claim regarding the enforceability of this Arbitration Agreement or any unconscionability in connection with these Terms). 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 JAMS Rules, and the Terms. 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 the Company.
• Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
• Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
• Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
• Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
• Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
• Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
• Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
• Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
• Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
• Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Baltimore County, Maryland, for such purpose.
• Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Maryland, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
• Notice. Where the Company requires that you provide an e-mail address, you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following address: 23133 Woodward Avenue, 224, Ferndale MI, 48220. Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
• Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
• Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
• Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services 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 the Services, you represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services 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 the Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
• Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
• Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms and such terms will either be listed in the Terms of Service or will be presented to you for your acceptance before you use the supplemental Service.
• Amendment. PLEASE NOTE THAT the Terms are subject to change by the Company in its sole discretion at any time. When changes are made, the Company will make a new copy of the Terms of Service available on the Website. We will also update the “Last Updated” date on the Terms of Service. If we make any material changes, and you have registered with us to create an Account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. The Company may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).