Terms and Conditions
LAST UPDATED: October 24, 2023
PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY AS THEY DESCRIBE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AND SERVICES MADE AVAILABLE AND/OR PROVIDED BY BROKERHEDGE.COM LLC AND/OR ITS SUBSIDIARIES AND AFFILIATES ( HEREINAFTER “COMPANY”, “WE”, “OUR” OR “US” ). Throughout these Terms, You and Company may be referred to individually as the “Party”, or collectively, the “Parties.”
Company provides via https://brokerhedge.com access to algorithmic strategy bots that can be activated by purchasing sessions to track stocks and options. The Company provides via https://stocktraderclass.com paid informational educational strategy classes about trading stocks and options. The Company provides via https://tradehackingsecrets.com advertisement services to publicize our products and services available for sale that attract customers.
SECTION 1 – OVERVIEW
1.1. These Terms.
These Terms govern the use of the websites located at https://brokerhedge.com, and /or https://stocktraderclass.com, and /or https://tradehackingsecrets.com (the “Websites”), including all services provided through the Websites, Bots, your use of interactive features, applications, content, downloads and/or other services that we own and control and that post a link to these Terms (each individually, a “Service” and collectively the “Services”). These Terms apply to all users of any Service, including without limitation users who are browsers of the Website and/or users who submit content to Company in exchange for compensation (“Contributors”).
By visiting our Website, registering an account, or paying for a Service, (1) you acknowledge that you have read, understand, and agree to be bound by these Terms, (2) you represent that you are eighteen (18) years of age or older, (3) you represent that you are not using any Service for, or on behalf of, an institutional broker, and (4) you represent that you have the authority to enter into these Terms, personally or if you have named a company, on behalf of that company (you or any such company, the “Client” or “you”), and to bind the Client to the terms of these Terms. If you do not agree to all terms and conditions of these Terms, or if you do not have such authority, you must not accept these Terms or access the Website or Services.
1.2 Additional Terms. To the extent there is a conflict between these Terms and any additional agreement you have signed with Company (“Additional Terms”), these Terms will control unless the Additional Terms expressly states otherwise.
1.3 Changes to These Terms. As our Services evolve, the terms and conditions under which we offer such Services may prospectively be modified and we may cease offering such Services under these Terms or Additional Terms for which they were previously offered. Accordingly, each time you visit our Website, sign in to our Website or otherwise use our Website or a Service, you are entering into a new agreement with us on the then-applicable terms and conditions. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website or Services following the posting of any changes constitutes acceptance of those changes.
1.4. Bots. Company is a technology company and our Website provides informational algorithmic strategy bots for optimizing and managing risk for day traders who trade stocks and options that can be activated by purchasing sessions to track stocks and optics (“Bots”).
1.5. Service Description. Client acknowledges and agrees that the form and nature of our Services may change from time to time without prior notice to Client. Company will provide Services as described in each applicable Service Description. For the purposes of these Terms, “Service Description” shall mean the terms available on the checkout or other page(s) of the Website that describes (a) each Service or the Bots and (b) the terms of sale for such Service or Bots, which are incorporated herein and periodically updated.
1.6 We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
SECTION 2 – DISCLAIMERS
2.1 By using the Website or Services, you acknowledge and agree that:
- Company is a technology company and is not an online broker and does not engage in stock trading or investing. The Website is solely a technology solution designed to provide users with a selection of tools, including Bots, that could be useful tools for online trading and investing that you are personally involved in;
- Company does not provide trading, investment, financial, legal, accounting, tax or personal advice to users of the Website;
- Company does not endorse any specific Services created by Contributors that are provided on the Website;
- Company is not a party to your relationship with online brokers such as TDAmeritrade, and E-Trade (“Your Online Brokers”);
- You are aware and assume all the risks related to use of Bots;
- You have read and understand our disclaimers at https://stocktraderclass.com/disclaimer/
- Company is not liable for how you choose to use the Services or the outcome of such use;
- The Services offered on Website are being used at your sole discretion;
- The trading and investment decisions you make while using the Services are made pursuant to your professional judgment and not in reliance on the Services;
- You must verify the accuracy, completeness, and appropriateness of all information entered into or selected in any Service, including information from any third-party links, websites, products or services, before such information is utilized;
- You have not previously been prohibited from using any Service by Company;
- Use of any Service from a jurisdiction other than a jurisdiction where it is lawful to the use such Service, is prohibited;
- Your use is in compliance with all applicable laws and regulations;
- You are at least 18 years of age; and
- The information you provide to Company will be accurate and complete.
2.2 Advice Disclaimer. Company does not provide trading, investment, financial, legal, accounting, tax, or personal advice. Any implication to the contrary is expressly disclaimed. None of the content provided on the Website or Services should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by us or any third party. The content provided on the Website and Services is impersonal and not tailored to the investment needs of any specific person. You understand that an investment in any security is subject to a number of risks, and that discussions of any security provided via the Website or Services, which is not investment advice, will not contain a list or description of relevant risk factors. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult a registered investment advisor, attorney, or tax professional regarding your particular financial situation, investing strategies, or specific legal or tax situation, and before using any of our Websites or Services or the products we review.
2.3 Investment and Trading Disclaimer. WE ARE NOT A BROKER AND WE DO NOT PROVIDE INVESTMENT OR TRADING SERVICES. YOUR USE OF ANY OF OUR WEBSITES OR SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON OURS WEBSITE OR SERVICES IS INTENDED TO BE INVESTMENT OR TRADING ADVICE. WE WILL NOT BE LIABLE FOR ANY FINANCIAL INJURY RESULTING FROM THE USE OF OUR WEBSITES OR SERVICES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY SERVICES, NOR SHALL COMPANY BE DEEMED TO ENDORSE ANY PARTICULAR SERVICES OFFERED ON OUR WEBSITE. THE WEBSITE FUNCTIONS SOLELY AS A NEUTRAL VENUE AND IS TO BE USED AS A GENERAL RESOURCE. WE ARE NOT RESPONSIBLE FOR DECISIONS MADE USING ANY INFORMATION FROM THE WEBSITE.
2.4 Informational Purposes Only. Any information or content that you obtain or receive from us, our employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational purposes only.
2.5 Accuracy, Completeness and Timeliness of Information. There may be information on our Websites or Services that contains typographical errors or includes inaccuracies or omissions, which may relate to Service Descriptions, pricing, promotions, offers, or other items. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Website is inaccurate at any time without prior notice (including after you have submitted your order).
You understand that content provided on the Websites or Services are not guaranteed and may not be complete.Such content is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. We are not responsible if information provided on our Websites or Services is not accurate, complete, or current. The material on Website or Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this Website is at your own risk. We reserve the right to modify the contents of the Website at any time, but we have no obligation to update any information on our Website, except as required by law. You agree that it is your responsibility to monitor changes to our Website.
2.6 Disclaimer of Warranties. THE WEBSITES, SERVICES, BOTS AND ALL CONTENT PROVIDED THEREIN ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO HE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF THE WEBSITES, SERVICES, BOTS, ANY CONTENT PROVIDED THEREIN OR ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE. COMPANY DOES NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIMS THAT: (A) THE USE OF THE WEBSITES, SERVICES OR BOTS WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE WEBSITES, SERVICES, BOTS, ANY CONTENT PROVIDED THEREIN, OR ANY SERVICE OR ITEM PROVIDED HEREUNDER WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS IN THE WEBSITES, SERVICES, BOTS, ANY CONTENT PROVIDED THEREIN, OR ANY SERVICE OR ITEM PROVIDED HEREUNDER WILL BE CORRECTED, OR (E) THE WEBSITES, SERVICES, BOTS, OR THE SERVER(S) THAT MAKE THE WEBSITES, SERVICES OR BOTS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SECTION 3 – PAYMENT
3.1. Payment. Client agrees to pay the fees and expenses set forth in the Service Description of the Service(s) purchased by Client and as set forth in this Agreement. Client understands that fees for Services must be paid in full and in advance.
3.2. All Sales Final; No Refunds. The cost of using the Website and Services are not refundable. Once a purchase is finalized, all sales are final. No refunds will be provided for early termination. By accepting these Terms, you agree and understand that you are foregoing the right to claim any refund of fees paid for access and use of our Bots, Website and Services.
3.3. Payment Methods. All payments must be made through Visa, MasterCard, Discover or American Express (or other form of payment specifically accepted on our Websites). Prior to the purchase of any Service, you may be required to provide us or our credit card processing company with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or directly to our credit card processor, you hereby agree that you authorize us and/or our processor (as applicable) to charge your card at our convenience but within thirty (30) days of credit card authorization. For any Service that you order, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. FURTHER, WE ARE NOT RESPONSIBLE FOR, AND DO NOT REIMBURSE, FEES FOR INSUFFICIENT FUNDS, ACH RETURN FEES OR ANY OTHER FEES.
Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY
UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of the United States, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents.
3.4 Late or Unpaid Fees; Credit Card Chargebacks. Interest and finance charges will accrue on all credit card chargebacks, and will be charged at the maximum rate allowable by law, or at two percent (2%) per month, whichever is less. Client agrees to be responsible for (a) all reasonable expenses (including attorneys’ fees) incurred by Company in collecting late or unpaid fees due hereunder, and (b) any and all fees, including legal fees, incurred by Company that are associated with credit card chargebacks or disputes brought by Client in an attempt to get a refund. Nothing mentioned herein will limit any additional rights and remedies available to Company at law or in equity arising out of your failure to make payment.
3.5 Taxes. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
3.5 Modifications to Services, Fees and Payments. All descriptions of Services and Service pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right at any time to modify or discontinue any Service (or any part or content thereof) without notice at any time. Any offer for any Service made on this Website is void where prohibited. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of a Service.
SECTION 4 – REGISTRATION AND RULES OF CONDUCT
4.1 Registration Data. In order to use the Website, you will be required to register. You agree to provide accurate, current and complete information in connection with your registration and use of the Website (the “Registration Data“) and agree to maintain and promptly update your Registration Data as necessary to maintain its accuracy. You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. Company reserves the right to suspend or terminate access to and use of the Website, or any portion thereof, on the basis of inaccurate or incomplete Registration Data.
4.2 Account Activity. You will safeguard your user name and password. You will notify us immediately if you learn of any unauthorized use of your user name and password or any other known or suspected breach of security. You understand and agree that you are responsible for all activity occurring under or relating to Client’s account and your use of any Service.
4.3 Rules of Conduct Client is prohibited from doing the following and will not (i) access or use Website or Services in connection with the provision of any services to third parties; (ii) resell, lease, encumber, copy, distribute, publish, exhibit, or transmit any portion of the Website, Services or client account information to any third party; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Website or Services or any content contained therein; (iv) circumvent any security-related feature of our Websites or Services, including those designed to limit copying or reproduction of the Content; (v) use Website or Services in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output; (vi) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large burden or load on Company’s or its third-party providers’ infrastructure; (vii) interfere or attempt to interfere with the proper working of our Websites or Services or any activities conducted on our Websites or Services; (viii) bypass any measures Company may use to prevent or restrict access to our Website, Services or computer systems or networks; (ix) apply systems to extract or modify information on our Websites or Services using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (x) use the Website or Services or any part or aspect of them for any unlawful purpose or to mislead or harass anyone; (xi) enter data in the Website or Services that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; or (xii) impersonate any person or entity, including any employee or representative of Company.
Use of or access to the Website or Services not in accordance with the Terms of this Agreement is strictly prohibited. Company may, in its sole discretion, limit or suspend permission to access or use our Websites or Services immediately if the terms of this Section 4.3 are violated.
SECTION 5 – TERMINATION
5.1 Termination. These Terms are effective until terminated. Company may terminate or suspend your use of our Websites or Services at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use our Website and Services will immediately cease.
5.2. Survival. Sections 2-5, 6.3, 7-8, 10, 13-14 and 17 shall survive termination of these Terms.
SECTION 6 – LICENSE GRANTS AND INTELLECTUAL PROPERTY
6.1 License Grant to Bots. Subject to your strict compliance with these Terms and any Additional Terms, Company hereby grants you a limited, non-exclusive, revocable, non-assignable, personal, and non- transferable license to use and load the Bots in your account on our Websites in accordance with the terms of these Terms and any Additional Terms. This license does not permit you to use or load the Bots on your personal devices or servers.
6.2 Company’s Ownership of IP. The Website and Services contain a variety of: (i) materials and other items relating to Company and its Services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Websites and Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, but excluding Bots, collectively, “Content”). The Website and Services (including past, present, and future versions) and the Content are the property of Company and our licensors. All right, title, and interest in and to the Content available on or through our Websites or Services is the property of Company or our licensors, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website and Services.
6.3. License Grant to Content. Subject to your strict compliance with these Terms and any Additional Terms, Company hereby grants you a limited, non-exclusive, revocable, non-assignable, personal, and non- transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet-enabled device for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in Company’s sole discretion, and without advance notice to you or liability for us. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
6.4 Feedback. If, at our request or without a request from us, you provide us with any specific submissions, creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable and sublicensable right to use, copy, modify, distribute, publicly display, and perform the Feedback for any purpose, without (a) attribution to you or (b) compensation to you (except for those who have entered into an Independent Contractor Agreement with Company.)
SECTION 7 – CONFIDENTIAL INFORMATION AND NON DISCLOSURE
7.1 For purposes of these Terms, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Company is engaged and any personal information about Client. Confidential Information includes all non-public information regarding Company’s business. Confidential Information does not include information that: (a) Recipient already knew, but only if tangibly documented; (b) becomes public through no fault of Recipient; (c) was independently developed by Recipient with no reference to the documented formulations of Company, including, without limitation, designs, processes, formulas, statistics provided by third parties as compiled by Company, products, algorithms, source code, firmware, and middleware; or (d) was rightfully given to Recipient by another party.
7.2. Recipient agrees to hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of the other Party. Recipient shall carefully restrict access to Confidential Information to themselves and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in these Terms. Recipient shall not, without prior written approval of the other Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the other Party, any Confidential Information. Recipient shall return to the other Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon written request for such.
SECTION 8 – ARBITRATION AND CHOICE OF FORUM
8.1 Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. Client and Company agree that the Parties intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.
8.2 If any controversy, allegation, or claim arises out of or relates to any Service, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, the “Dispute”), or to any of Company’s actual or alleged intellectual property rights (an “Excluded Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this section. Your notice to us must be sent via email to: [email protected]. For a period of sixty (60) days from the date of receipt of notice from the other Party, Company and Client will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either Client or Company to resolve the Dispute or Excluded Dispute on terms with respect to which Client and Company, in each of their sole discretion, are not comfortable.
8.3 If the Parties cannot resolve a Dispute as set forth in this section (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN CLIENT AND COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY SERVICE PURCHASED FROM COMPANY OR AVAILABLE ON OR THROUGH ANY SERVICE.
8.4 The Federal Arbitration Act (the “FAA”), not state law, shall govern the arbitrability of all disputes between Company and Client regarding these Terms (and any Additional Terms) and the Company Services, including the “No Class Action Matters” clause below.
8.5 BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
8.6 Company and Client agree, however, that the applicable state, federal or provincial law, as contemplated in the governing law clause below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between Client and Company regarding these Terms and the Company Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
8.7 Any Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by any private arbitration service chosen by Company. If a party properly submits the Dispute to the designated arbitration service for formal arbitration and the arbitration service is unwilling to set a hearing then either Party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that the Parties consent to in writing. If the amount in controversy is $500 or less, then the arbitration may be conducted by telephone or by written submissions. Otherwise, the arbitration shall be conducted in Florida unless Company otherwise agrees to arbitrate in another forum requested by you. The Parties will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual Party seeking relief and only to the extent to provide relief warranted by that Party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Services. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
8.8 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CLIENT OR COMPANY WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN THEY MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN THIS SECTION) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in this section; (b) filing for arbitration as set forth in this section; or (c) filing an action in state or federal court.
The foregoing provisions of this section will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to any Service, Company’s intellectual property rights (including such Company may claim that may be in dispute), or Company’s operations.
8.9 CLIENT AND COMPANY 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 OR AS AN ASSOCIATION.
Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to this section. Notwithstanding any other provision of this section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein, are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
8.10 Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, in state or federal court in the State of New York. Accordingly, Client and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters. You agree that regardless of any statute or law to the contrary, any claim or cause of action against Company arising out of or related to these Terms must be filed within one year after such claim or cause of action arose, or be forever barred.
8.11 Small claims matters are not excluded from the arbitration requirement. Any claims for ten thousand dollars ($10,000.00) or less may not be filed in small claims court but are subject to this section.
SECTION 9 – COMPLIANCE
9.1 You may not use our Website or Services for any illegal or unauthorized purpose nor may you, in the use of our Website or Services, violate any laws in your jurisdiction.
9.2 Client represents and warrants to Company that (i) all data it provides to Company or that it selects in any Service are accurate and in conformity with all legal requirements; and (ii) Company is duly authorized to receive, use, and disclose such data subject to the terms of these Terms. Company does not independently review or verify the information entered into, or made available to it in, any Services.
SECTION 10 – LIMITATION OF LIABILITY
To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Feedback (including unauthorized interception by third parties of any Feedback), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use any Website, any Service or any third-party materials, including from any virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with any Website, any Service or any third-party materials is to stop using the Website or Service; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be USD $100. All limitations of liability of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Company, and their respective successors and assigns.
SECTION 11 – CHOICE OF LAW
These Terms will be governed by the laws of the state of New York, without regard to its conflicts of laws principles.
SECTION 12 – FOREIGN ACCESS OF SITE
The Website and our Services are controlled, operated, and administered by Company from our offices within the United States. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use Company’s content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. Company makes no representation that all products, services and/or material described or available through the Website are appropriate or available for use in locations outside the United States or all territories within the United States.
SECTION 13 – INDEMNIFICATION
By using and/or accessing the Website or Services, and by consenting to these Terms, you agree to defend (at Company’s option), indemnify, and hold harmless Company, its affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state, and federal government agencies), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) your use of the Website or Services and your activities in connection with the Website and Services; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Website or Services or your activities in connection with the Website or Services; (iv) information or material transmitted through your devices, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (v) any misrepresentation made by you (all of the foregoing, “Claims and Losses”). Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Company.
SECTION 14 – THIRD-PARTY LINKS AND SERVICES
14.1 Third-Party Links. Third-party links on this Website may direct you to third-party sites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or sites, or for any other materials, products, or services of third parties.
14.2 Third Party Websites. Services offered on the Website may require use in connection with third-party websites that may or may not be affiliated with us. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party sites. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
14.3 Optional Tools. We may provide you with access to third-party products or tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such products or tools” as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party products or tools. Any use by you of optional products or tools offered through our Websites or Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which products or tools are provided by the relevant third party provider(s).
SECTION 15 – COPYRIGHT NOTIFICATIONS
Company will remove infringing materials in accordance with the Digital Millennium Copyright Act (the “DMCA”) if properly notified that any material infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Company in writing via [email protected]. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the Website, sufficient for Company to locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you fail to comply with these notice requirements, your notification may not be valid. Please note that this procedure is exclusively for notifying Company that your copyrighted material has been infringed. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
SECTION 16 – CONTACT INFORMATION
If you have any questions about these Terms, you may contact us via email at [email protected].
SECTION 17 – MISCELLANEOUS
17.1 Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
17.2 You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction.
17.3 This Agreement will be binding on the Parties and their successors and permitted assigns.
17.4 Nothing contained in this Agreement will be construed to create a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of independent Parties to a contractual service relationship.
17.5 In no event will either Party be liable for the debts or obligations of the other Party.
17.6 Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.
17.7 Section titles are for convenience only and will not affect the meaning of this Agreement.
17.8 No failure by a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver.
17.9 If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision.
17.10 The terms of these Terms shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of these Terms or any other rule of construction which might otherwise apply.
17.11 Except for obligations to pay fees hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of these Terms if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party.
17.12 These Terms and any agreements referenced and incorporated herein make up the entire agreement between Company and you regarding your use of the Website and supersedes any prior agreements or understandings