Welcome to Scorenomics site (the "Site") that is owned, operated and controlled by Scorenomics, Inc. (collectively "Scorenomics," "we," "our", or "us"). Scorenomics.com is an interactive website and web app that provides or facilitates online personal or consumer finance and credit educational services, as detailed on the site (the "Services"). The terms "you," "your" and "yours" refer to anyone accessing, viewing, browsing, visiting or using the Site, whether or not you are using the Services at such time.
IMPORTANT — PLEASE READ CAREFULLY: THESE TERMS & CONDITIONS (THESE "TERMS") CONSTITUTE A LEGALLY BINDING CONTRACT WHICH GOVERNS YOUR USE OF THE SITE AND SERVICES. BY ACCESSING, VIEWING, BROWSING, VISITING OR USING THE SITE OR ANY FEATURE OR SERVICE OFFERED THROUGH THE SITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, PLEASE DO NOT USE THE SITE. IF YOU ARE NOT OF A LEGAL AGE TO ENTER INTO A LEGALLY BINDING AGREEMENT IN THE JURISDICTION IN WHICH YOU RESIDE, YOU MAY NOT USE THE SITE OR THE SERVICES. IN ADDITION, WE MAY, IN OUR SOLE DISCRETION, MODIFY OR REVISE THESE TERMS AT ANY TIME BY UPDATING THIS POSTING. YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION AND SHOULD THEREFORE VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THIS SITE.
SCORENOMICS IS A PROVIDER OR FACILITATOR OF EDUCATIONAL INFORMATION AND SERVICES RELATING TO PERSONAL OR CONSUMER FINANCE AND CREDIT. SCORENOMICS IS NOT A CREDIT REPAIR ORGANIZATION AND DOES NOT PROVIDE "CREDIT REPAIR" SERVICES. ACCORDINGLY, SCORENOMICS IS GENERALLY NOT SUBJECT TO THE FEDERAL CREDIT REPAIR ORGANIZATIONS ACT OR SIMILAR STATE LAWS, IF ANY.
SCORENOMICS HAS NO CONTROL OVER YOUR CREDIT SCORE, HISTORY, OR RATING AND HAS NO ABILITY TO INDEPENDENTLY IMPROVE YOUR CREDIT SCORE OR ENSURE THAT YOU WILL RECEIVE ANY CREDIT OR LOAN AT ANY TIME. SCORENOMICS DOES NOT (I) MAKE LOANS OR CREDIT DECISIONS; (II) ACT AS A REPRESENTATIVE OR AGENT OF ANY LENDER OR THIRDPARTY SERVICE PROVIDER; OR (III) ENDORSE ANY LENDER OR THIRDPARTY SERVICE PROVIDER, ALTHOUGH SCORENOMICS MAY RECEIVE A FEE FROM ONE OR MORE LENDERS OR THIRDPARTY SERVICE PROVIDERS IN CONNECTION WITH YOUR USE OF THE SERVICES. IN ADDITION, SCORENOMICS MAKES NO REPRESENTATIONS REGARDING THE APPROPRIATENESS OF ANY CREDIT OR LOAN YOU MAY OR MAY NOT RECEIVE AT ANY TIME OR YOUR ABILITY TO REPAY ANY CREDIT OR LOAN RECEIVED AT ANY TIME. YOU REMAIN SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY CREDIT OR LOAN MAY APPROPRIATE FOR YOU AND YOUR PARTICULAR FINANCIAL SITUATION.
- Registration. You are not required to register in order to access the Site. However, in order to use the Services and certain other features offered through this Site, you will have to register and create a unique, passwordprotected account ("Account"). Those who create Accounts are referred to as "Service Recipients." All terms listed here apply to you regardless of whether you are also a Service Recipient but certain other terms also apply only if you are a Service Recipient.
- Service Recipient Specific Terms. If you are a Service Recipient, the following terms in this section of Terms also apply with regard to you and your setting up of an Account.
- Accurate Information. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form for setting up an Account; and (a) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete your Account without warning if you are found to have misrepresented any of the registration information submitted..
- Confidentiality. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify us of any unauthorized use of your password or account, or any other breach of security for your Account, and (b) ensure that you exit from your Account at the end of each session. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not. You agree never to engage in the unauthorized access to or hacking of an Account or in any other activities seeking to view or obtain information connected to an Account belonging to someone else. You acknowledge that while we take reasonable efforts to prevent unauthorized access to your Account, we cannot guarantee there will be no unauthorized access to or hacking of your Account and will inform you as soon as we reasonably can if there is any unauthorized access to your Account.
- Authorized Use. Subject to these Terms, we authorize you to view and download the information and other materials at or through the Site only for your personal, noncommercial use, provided that you retain all copyright and other proprietary notices contained in the original materials and that you may not reproduce, publish, or display any such materials except as set forth below. By using the Site and accepting these Terms, you hereby agree that you shall not reproduce, share with others or post to a public or private website any of the Site Content or any other materials provided by us in connection with the Services, including, without limitation, the test questions and correct answers; provided, however, that, notwithstanding anything to the contrary contained herein, you may share with others the certificate(s), if any, received upon successful completion of a course offered through the Services.
- Authorized User Policy.
- License and Account Limitations and Prohibitions. Subject to your acceptance and compliance with these Terms and compliance with all applicable laws, statues, ordinances and regulations regarding your use of the Site, we hereby grant you a limited license to access and use the Site, provided that you shall not (and not allow third party to): (i) download, modify, adapt, translate, or reverse engineer any portion of the Site; (ii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site; (iii) circumvent, remove, alter, deactivate, degrade or thwart any of the technological measures or content protections used by us in connection with the Site or the Services; (iv) reformat or frame any portion of the web pages that are part of the Site; (v) create user accounts by automated means or under false or fraudulent pretenses; (vi) create or transmit unwanted electronic communications such as "spam" to other users of the Site or otherwise interfere with other users' enjoyment of the Site; (vii) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (viii) use the Site to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (ix) copy or store any Site or Services content except when we explicitly grant you permission to do such copying or storing; (x) use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; (xi) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xii) use the Site or Services, intentionally or unintentionally, to violate any applicable local, state, national or international law; (xiii) collect or store personal data about other users of the Site; or (xiv) transmit to us or any user any information or materials of any kind which (a) violate or infringe the intellectual property or contractual rights of any third party; or (b) are libelous, defamatory, obscene, pornographic or abusive.
- Right to Prohibit Certain Conduct. We reserve the right to prohibit conduct that we deem in our sole discretion to be unlawful or harmful to the Site, other users, our rights or that of any third party.
- Your Content; Public Feedback.
- Representations and Warranties. You represent and warrant that any content you post or publish on the Site, excluding your non-public information(collectively, "Your Content"): (i) does not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) does not contain any material that is sexual, pornographic, erotic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts; (iii) is not false, inaccurate, fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) does not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the Site; (v) does not promote illegal or harmful activities or substances or provide instructional information about activities such as making or buying illegal weapons or substances; (vi) is not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, your submissions are created, displayed or accessed; (vii) does not contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein; and (viii) does not constitute unsolicited bulk email, junk mail, spam or chain letters. We will not be liable for any use or disclosure of any of Your Content.
- Email Disclosures and Terms: This Email Disclosure applies to each account you have with us for which you have elected to receive Email Notifications. The words “we, “us, and “our” refer to us along with our agents, with whom we may have contracted to facilitate communications relating to the Service, the Site and/or your Account. The words “you” and “your” mean you, the individual identified on the user account(s) you have with us (“Account”). As used in this Email Disclosure, “Email Notifications” means any email communication from us to you pertaining to your Account, including, but not limited to, Site and Service information, offers, promotions, due date reminders, delinquencies, coupons and other marketing materials.You consent to the use of your personal information to provide the services you have requested, including services that display customized content and advertising. To opt out of this service by clicking on the UNSUBSCRIBE link in the email message you have received. We shall not be liable for any delays in the receipt of any email messages, as delivery is subject to effective transmission by the email service provider. Email message services are provided on an AS-IS basis, without warranty.
- SMS Disclosures and Terms: This Short Message Service (“SMS”) Disclosure (“SMS Disclosure”) applies to each Account you may have with us for which you affirmatively opt-in to receive SMS Notifications. The words “we, “us, and “our” refer to us along with our agents, with whom we have contracted to facilitate with whom we may have contracted to facilitate communications relating to the Service, the Site and/or your Account. The words “you” and “your” mean you, the individual identified on the user account(s) you have with us (“Account”). As used in this Disclosure, (“SMS Notifications”) means any SMS and/or text message communication(s) from us to you pertaining to your Account, including, but not limited to, account or payment information, promotions, due date reminders, delinquent accounts, coupons and other marketing materials. By opting-in to receive SMS Notifications, you consent to the use of your personal information to provide the services you have requested. You understand that your mobile phone provider’s MESSAGE AND DATA RATES MAY APPLY to SMS Notifications. The number and frequency of SMS Notifications you receive may depend upon the nature of SMS Notifications to which you have opted-in, including for example weekly newsletters or payment reminders.To opt out of receiving SMS Notifications, reply STOP to the SMS text message you have received, or you may contact us via telephone or email in the event your mobile phone is lost or stolen. We shall not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your network operator. SMS message services are provided on an AS-IS basis, without warranty of any kind. You agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability, cost and expenses (including reasonable attorneys’ and expert fees) arising from your provision of a mobile phone number that is not your own and/or your violation of any applicable federal, state or local laws, regulations or ordinances. Your obligation under this paragraph shall survive the expiration or earlier termination of your use of the Service and Site.
- Updating Contact Information, Requesting Help or Opting Out: To update your email address or mobile number or to receive additional information regarding our email and/or SMS Notifications or to opt-out, please email us at email@example.com or call us at (714) 460 5411.
- Copyright. You acknowledge and agree that the Site and the Services use and contain proprietary and confidential technology and information owned by or licensed to Scorenomics, which is protected by applicable intellectual property and other laws and international treaties. The content displayed on, or through, the Site, including without limitation all information, data, text, software, graphics, messages, tags, or other materials whether posted by us or our users (collectively "Site Content") is copyrighted by us or our licensors under United States and international copyright laws. Other than as expressly set forth in these Terms, the Site Content displayed on or through the Site may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission.
- Third-Party Services. Third-Party Services may be provided by service providers and/or licensors, and no intellectual property ownership rights are granted or transferred as a result of your use, if any, of Third-Party Services.
- No Reproduction. In addition to and without limiting the foregoing, you hereby expressly agree that you shall not reproduce, share with others or post to a public or private website any of the Site Content and/or any materials provided by us in connection with the Services, including, without limitation, the test questions and correct answers; provided, however, that, notwithstanding anything to the contrary contained herein, you may share with others the certificate(s), if any, received upon successful completion of a course offered through the Services.
- Trademarks. Scorenomics, scorenomics.com and other marks and logos displayed on the Site, constitute trademarks, trade names, or service marks ("Marks") of Scorenomics or other entities. You are not authorized to use any such Marks, other than as otherwise provided in Section 3 herein. Ownership of all such Marks and the goodwill associated therewith remains solely with Scorenomics or those other entities.
- Indemnification. You agree to defend, indemnify and hold harmless Scorenomics, its affiliates, independent contractors, service providers, consultants, clients, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any content you post, store or otherwise transmit on or through the Site or your use of or inability to use the Site and the Services, including, without limitation, any actual or threatened suit, demand or claim arising out of or relating to Your Content, your use of the Site or the Services, your failure to receive any credit or loan after using the Services, your failure to make payments in connection with any credit or loans received after using the Services, your violation of these Terms or your violation of the rights of any third party.
- Disclaimer of Warranties. ALL SITE CONTENT, THE SERVICES AND ANY MATERIALS OFFERED ON THE SITE AND ANY INCENTIVE AWARDS GRANTED DIRECTLY BY US, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. YOU UNDERSTAND AND AGREE THAT ANY SITE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE, WHETHER IN CONNECTION WITH THE SERVICES OR OTHERWISE, IS DONE SO AT YOUR OWN DISCRETION AND RISK. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, SEQUENCE, QUALITY, ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY OR AVAILABILITY OF INFORMATION, CONTENT, SERVICES AND OTHER MATERIALS CONTAINED ON THE SITE. THE SITE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL IN RESPECT OF THE SITE, THE SERVICES OR THE USE THEREOF. IF YOU ARE IN A STATE THAT DOES NOT ALLOW A DISCLAIMER OF IMPLIED WARRANTIES, THE ABOVE DISCLAIMER OR A PORTION OF IT MAY NOT APPLY TO YOU.
- Limitation of Liability. SCORENOMICS SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE, USE OF OR FAILURE TO COLLECT ANY APPLICABLE INCENTIVE AWARD, THE SITE CONTENT, THE SERVICES OR ANY OTHER INFORMATION, CONTENT, FEEDBACK OR OPINIONS APPEARING ON OR THROUGH THE SITE, OR ANY THIRDPARTY COMMUNICATIONS. SCORENOMICS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, EXPERT FEES, AND/OR COSTS) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS SITE, THE SITE CONTENT, THE SERVICES OR ANY OTHER INFORMATION, CONTENT OR OPINIONS APPEARING ON OR THROUGH THE SITE, OR ANY THIRDPARTY COMMUNICATIONS. IN NO EVENT SHALL SCORENOMICS’ LIABILITY EXCEED $5,000.00 REGARDLESS OF THE THEORY(IES) OF RECOVERY. .SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR LIABILITY EXCEED $10,000.00, UNDER ANY THEORY OF RECOVERY.
- Copyright Policy.
- Compliance with Laws. We respect the rights of copyright owners to control the uses of their intellectual property, and require our users to do the same. You are responsible for complying with all copyright laws while using the Site. You agree that you will not use the Site to infringe the copyrights or other intellectual property rights of others in any way, including but not limited to, copying or distributing copyrighted works. We shall: (i) block access to, or remove material that we believe in good faith infringes copyright(s) of ours and/or a third party; and (ii) remove and discontinue use of the Site and the Services to repeat infringers. Without limiting the foregoing, your use of the Site is subject to the terms of this copyright policy.
- Copyright Notices; Complaints. Copyright owners or any agents thereof who believe that any Site Content infringes upon their copyrights may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Such written notice should be sent to our designated agent as follows:
300 Spectrum Center Drive, Suite 400
Irvine, CA 92618
Fax: (714) 492-8288
Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
- Third-Party Websites and Third-Party Services.
- Third-Party Websites. At times, the Site may have links to websites hosted by other parties ("Third-Party Websites"), or such Third-Party Websites may have links to the Site. Third-Party Websites are maintained by their respective organizations, and those organizations are solely responsible for the content and services on such websites. Any privacy policies and terms for Third-Party Websites should be reviewed by you prior to your use of such Third-Party Websites. By using Third-Party Services, you agree to be bound by Third-Party Terms and acknowledge that you have read and understood all of the terms and any disclaimers contained within Third-Party Terms. If you do not agree to be bound by such Third-Party Terms, do not use such Third-Party Services.
- Third-Party Services. Certain Services or feature or services that are or may be available through the Site ("Third-Party Services") may be provided directly to you by third parties and such Third-Party Services are provided by the third-party providers ("Providers") listed at www.scorenomics.com/third-party. Providers may have their own terms applicable to the provision of Third-Party Services and your use of Third-Party Services is subject to your agreement with such terms which are found at www.scorenomics.com/third-party ("Third-Party Terms"). Any privacy policies and terms for Third-Party Websites should be reviewed by you prior to your use of such Third-Party Websites. By using Third-Party Services, you agree to be bound by Third-Party Terms and acknowledge that you have read and understood all of the terms and any disclaimers contained within Third-Party Terms. If you do not agree to be bound by such Third-Party Terms, do not use such Third-Party Services.
- No Warranties Regarding Third Parties. Scorenomics does not verify nor make any warranty or representation of any kind regarding the content, accuracy, opinions expressed, warranties, products or services, intellectual property compliance, or links of such Third-Party Websites or ThirdParty Terms.
- Dispute Resolution.
- General. If a dispute arises between you and us, our goal is to utilize a neutral and cost effective means of resolving the dispute quickly. Accordingly, we both agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or the Services in accordance with one for the procedures outlined below or as we and you otherwise agree in writing. We strongly encourage you to first contact us directly to seek a resolution by contacting our customer service before resorting to the procedures outlined below. We will consider reasonable requests to resolve disputes through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in section 14.2, we both agree to seek resolution of a dispute only through binding arbitration of that dispute in accordance with the terms of this Section 14, and not litigate any dispute in court. "Arbitration" means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury. IF YOU ARE IN A STATE THAT LIMITS THE ENFORCEABILITY OF PRE-DISPUTE ARBITRATION CLAUSES AND/OR CLASS ACTION WAIVERS, THE FOREGOING AND FOLLOWING PROVISIONS AND/OR PORTIONS THEREOF, MIGHT NOT BE APPLICABLE TO YOU.
- Exclusions from Arbitration. YOU AGREE THAT ANY CLAIM FILED BY YOU OR BY US IN SMALL CLAIMS COURT OR BY US RELATED TO PROTECTION OF OUR INTELLECTUAL PROPERTY OR ANY OF OUR LICENSORS' INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 14.
- Right to Opt out of Binding Arbitration and Class Action Waiver within 30 Days. . IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISIONS AND CLASS ACTION WAIVER IN SECTION 14, YOU MUST NOTIFY US IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO OUR TERMS ADMINISTRATOR at firstname.lastname@example.org AND MUST INCLUDE (1) YOUR FULL NAME, (2) YOUR USERNAME IN CONNECTION WITH YOUR USE OF THE SERVICE, (3) YOUR CONTACT INFORMATION, INCLUDING YOUR CURRENT MAILING ADDRESS, (4) THE NAME OF THE CREDITOR OR COMPANY THAT REFERRED YOU TO OUR SERVICES, IF AVAILABLE, AND (5) A CLEAR STATEMENT THAT YOU DO NOT AGREE TO RESOLVE DISPUTES WITH US THROUGH BINDING ARBITRATION.
- Class Action Waiver. YOU ACKNOWLEDGE AND HEREBY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS WE BOTH SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
- Initiation of Arbitration Proceeding; Selection of Arbitrator. If either you or we elect to resolve a dispute through Arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com. The terms of this Section 14 govern in the event they conflict with the rules of the arbitration organization selected by the parties.
- Arbitration Procedures. Because the software and/or service we provide you concerns interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitration of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA's Supplementary Procedures for ConsumerRelated Disputes ("Supplementary Procedures") will apply, including the schedule of arbitration fees set forth in Section C8 of the Supplementary Procedures; for claims over $75,000, the AAA's Commercial Arbitration Rules and relevant fee schedules for nonclass action proceedings will apply. The AAA rules are available at www.adr.org or by calling 18007787879. Further, if your claims do not exceed $75,000, and you provided notice to, and negotiated in good faith with us, and if the arbitrator finds that you are the prevailing party in the arbitration, then you will be entitled to recover reasonable attorneys' fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to us or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
- Venue. The exclusive venue for the resolution of any dispute via binding arbitration or litigation shall be Orange or Los Angeles County, California. You hereby agree to such exclusive venue, and expressly waive any objections to such venue, including without limitation any objections based upon lack of personal jurisdiction and/or forum non conveniens.
- Severability. If any clause related within this Section 14 (other than the Class Action Waiver clause of Section 14.4) is found to be illegal or unenforceable, that clause will be severed from this Section 14 and the remainder of this Section 14 will be given full force and effect. If the Class Action Waiver clause of Section 14.4 is found to be illegal or unenforceable, this entire Section 14 will be unenforceable and the dispute will be decided by a federal or state court located in Orange County, California, and we both agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
- Survival. If any clause related within this Section 14 (other than the Class Action Waiver clause of Section 14.4) is found to be illegal or unenforceable, that clause will be severed from this Section 14 and the remainder of this Section 14 will be given full force and effect. If the Class Action Waiver clause of Section 14.4 is found to be illegal or unenforceable, this entire Section 14 will be unenforceable and the dispute will be decided by a federal or state court located in Orange County, California, and we both agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
- General. These Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of these Terms will remain in full force and effect. These Terms constitute the entire and exclusive understanding and agreement between you and us regarding this subject matter and supersede any and all prior or contemporaneous agreements or understandings, written and oral; provided, however, that these Terms do not alter in any way terms and conditions of any other agreement you may have with us regarding the Services. In the event of an inconsistency or conflict amongst the terms in any agreement(s) you may have with us, the most stringent terms shall control.