Welcome to the Mail Pro Leads (“Company,” “we, or “our”) online order portal (“Portal”), an online platform for placing digital lead orders, direct mail leads, and other lead offerings offered by the Company (the “Offerings”). These Portal Account Terms & Conditions (“Terms”) govern your access and use of the Portal, its Offerings, web pages, services and applications, and direct mail services (collectively the “Services”). Your access to, use of and ordering of leads (“Leads”) via the Services is conditioned upon your acceptance of these Terms. These Terms apply to all users, agents, and others who access or use the Portal or Services
By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an entity or organization (“Organization”), then you are agreeing to these Terms & Conditions individually and on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. If you are an independent agent with access as the result of a strategic partner organization, your use of the Services is your agreement to be bound, as well as any entity or organization for which you work for or through. In that case, “you” and “your” refers to you and that Organization.
YOUR PORTAL ACCOUNT
To create or use a Portal Account, you must be over 18 years of age. You must provide us true, accurate, current and complete information about yourself when you create your Portal Account. If the information you provide is untrue, inaccurate, incomplete or outdated, or we have reasonable grounds to suspect it is, we reserve the right to suspend or terminate Services.
ACCOUNT SECURITY
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password, whether your password is with Portal or a third-party service. You agree not to disclose your password to any third party. Company cannot and will not be liable for any loss or damage arising from your failure to comply with these security requirements. You must notify Company immediately upon becoming aware of any breach of security or unauthorized use of your Portal Account.
USER CONDUCT
You are expressly prohibited from using the Portal to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, regardless of whether that post or transmission is solely within your Organization or publicly disclosed. Company will cooperate fully with all law enforcement authorities and court orders requesting or directing that Company disclose the identity if known of any user posing the aforementioned prohibited materials on the Portal.
You understand and agree that upload and download of any User Content or Portal Content, as the case may be, through the Services are done at your own discretion and risk. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and User Content, including copyright laws. We reserve the right to immediately suspend or terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Services.
You shall not use any Portal Content for any purpose other than in the regular performance of your typical functions in your business. You shall not forward, provide, distribute or transfer any of the Portal Content, directly or indirectly, to any third party unaffiliated with the Agent/Organization purchasing the Portal Content from Company.
ORDERS
When you use the Portal for ordering Leads, the purchase terms and conditions of Company are the sole and exclusive terms applicable to each order. In no event will your submission or notice to Company of conflicting, different or additional terms be effective or otherwise apply with regard to any orders placed by you via the Services.
By placing an order you affirm to Company:
- You acknowledge the order is a binding obligation and the fees will be paid in accordance with its terms.
- The Portal Account Terms & Conditions govern the use of the Portal and ordering of leads; submission of conflicting or additional terms and provisions are not binding on Company.
You: (1) accept full responsibility for all aspects of the Materials (defined below) that are the subject of the order and the content shown therein, including but not limited to language, format, font, size, and layout; (2) approve the Materials in the order and further direct Company to include the subject Materials for program mailings on your behalf; (3) assume the risk of, and are solely liable for, any and all inaccuracies, untrue statements, deficiencies, and noncompliance of the subject Materials and any content contained therein with all applicable laws, including any laws pertaining to the use of the subject Materials for purposes of soliciting and/or marketing your program offerings to any leads or third parties; (4) have thoroughly reviewed and inspected the subject Materials and any content contained therein for accuracy, truthfulness, and compliance with all applicable laws; and (5) will indemnify and hold harmless Company for any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) relating to or arising from (i) any inaccuracies, untrue statements, or deficiencies contained within the subject Materials or any content contained therein, (ii) any noncompliance of the subject Materials or any content contained therein with any applicable laws, (iii) your use of the Portal, any services provided by Company, any leads provided by Company, or your use or purchase of the subject Materials (and any other activities which are related or incidental thereto), (iv) any mailing or delivery of the subject Materials, whether by Company or you.
PRIVACY POLICY
Company cares about the privacy of our Users. We collect, use and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy available at (the “Privacy Policy”).
USER CONTENT
Company does not claim ownership of any data, text, files, information, usernames, images, graphics, profiles, works of authorship, applications, links and other content or materials (collectively, “User Content”) that you post on or through the Services and/or Portal. You hereby grant to Company a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the User Content that you provide through the Services and/or Portal solely for provision of the Services to you. Except as otherwise described in the Privacy Policy, or as provided in any agreement between Company and your Organization, as between you and Company, any User Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Content. You acknowledge and agree that your relationship with Company through the Portal is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place Company in a position that is any different from the position held by members of the general public, including with regard to User Content. No User Content will be subject to any obligation of confidence on the part of Company, and Company will not be liable for any use or disclosure of any User Content you provide.
You represent and warrant that: (i) you own the User Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of User Content on or through the Services and/or Portal does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you post on or through the Services and/or Portal; (iv) the User Content will not interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service and/or Portal, or create an undue burden on the Services and/or Portal; (v) you have the legal right and capacity to enter into these Terms in your jurisdiction; (vi) all information provided by you to Company is complete, accurate and true in all respects; (vii) you have obtained a valid Subscription Account Number (“SAN”) from https://telemarketing.donotcall.gov; and (viii) you have obtained and shall maintain all other necessary licenses, permits, and/or authorizations from applicable regulatory authorities, bodies or agencies, and have paid all appropriate fees or dues associated therewith to such regulatory authorities, bodies or agencies, to the extent necessary to conduct your business or utilize the Services, Portal, or other data contemplated by this Agreement. You expressly acknowledge and agree that Company is under to obligation to cross check the veracity or validity of any SAN provided by you, and you agree to indemnify and hold harmless any Company Indemnified Parties (as defined below) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) relating to or arising from any invalid, fake or false SAN provided or used by you. While Company does not and cannot review all User Content provided to it, and is not responsible for such User Content. Company reserves the right to delete, edit or rearrange User Content that it, in its sole discretion, deems objectionable, in violation of copyright or trademark laws or otherwise unacceptable. You understand and agree that Company cannot and will not be responsible for the User Content posted on the Service and/or Portal and you use the Services and/or Portal at your own risk.
LICENSE
Company grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services and/or Portal solely in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services and/or Portal as provided by Company, in the manner permitted by these Terms.
ADDITIONAL TERMS
These Terms set forth your rights, responsibilities and liabilities with respect to your use of our online platform. In case of any conflict or inconsistency between any provision of these Terms and the provisions of a submitted purchase order with respect to the subject matter hereof, the provisions of these Terms shall prevail.
PORTAL CONTENT AND INTELLECTUAL PROPERTY
All right, title, and interest in and to the Services including all of the wallpaper, icons, characters, artwork, images, graphics, music, text, software and other content of the Portal and Services (the "Portal Content"), and all HTML, CGI and other code and scripts in any format used to implement the Services (the "Code") are and will remain the exclusive property of Company and its licensors. Except as set forth above, you may not copy, modify, upload, download, transmit, re-publish, display for redistribution to third parties for commercial purposes, or otherwise distribute any Code or Portal Content without the express prior written agreement of Company. You may not use the Portal Content or Code for any purpose other than those set forth above. All names, logos and trademarks that appear in the Portal are the property of Company or are used by Company with the permission of their owners. You may not use any of the foregoing for any purpose without the prior express written permission of Company. Your failure to comply with the Terms will constitute breach of contract and will violate Company's copyright, trademark and other proprietary and intellectual property rights. Company reserves the right to enforce its intellectual property rights to the fullest extent of the law, including but not limited to seeking remedies under civil or criminal law for such violations.
TERM AND TERMINATION
These Terms will continue to apply to you until terminated by either you or Company. Company may terminate the Terms or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services or non-compliance with the Terms and upon termination of any agreement between you, Company and/or your Organization. Upon termination, any User Content you have stored on the Services may no longer be retrieved. If you or Company terminate the Terms, or if Company suspends your access to the Services, you agree that Company shall have no liability or responsibility to you and Company will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
NO AGENCY; THIRD PARTY BENEFICIARY
Nothing in this agreement is intended to, or should be construed to create a partnership, agency, joint venture, or employment relationship between Company and you. Nothing expressed or mentioned in or implied from these Terms are intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Company, you, and relying buyers or sellers.
THIRD-PARTY SERVICES
The Portal may provide links to third-party sites or provide content from third party sites that are not owned or controlled by Company. These Terms do not apply to any third-party websites or their practices. It is your responsibility to become familiar with each third-party site's privacy and other policies and Terms, and to contact that site's webmaster or site administrator with any concerns. You agree that Company is not responsible for any loss or damage in your dealings with such third-party sites.
EXPORT CONTROL
You must use the Services and/or Portal solely within the United States. You may not export the Services and/or Portal directly or indirectly, and you acknowledge that the Services and/or Portal may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).
INDEMNITY
You agree to indemnify, defend, and hold Company and its licensees, licensors, and third party service providers and our respective employees, directors, agents, affiliates and representatives (each “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) relating to or arising from: (i) your use of and access to the Services, Leads, and/or Portal, including any data, Materials, User Content or Portal Content transmitted or received by you; (ii) any other party’s access or use of the Service and/or Portal with your username and password; (iii) your violation of these Terms, or any applicable law, rule or regulation; (iv) any failure of any Leads, Services, the Portal, User Content, or Portal Content (and your use of any of the foregoing), including any marketing content, solicitations, or other data through the Portal, with any applicable law, rule or regulation, including the Consumer Laws; (v) and/or any inaccurate or untruthful statement or representation made by you (including any incorrect or invalid SAN); and/or (vi) your breach of this Agreement or breach of any representation or warranty contained herein.
In connection with a claim under this Section, you shall, upon notice from an Company Indemnified Party of such claim, bear full responsibility for the defense; provided however, that you shall keep the Company Indemnified Parties informed of, and consult the Company Indemnified Parties in connection with the progress of such litigation or settlement. You shall have the right, with the approval of the Company Indemnified Parties, to settle any such claims on terms and conditions of your own selection, so long as such settlement in no manner limits, unduly interferes with, or otherwise adversely affects the Company Indemnified Parties’ rights granted under these Terms, nor imposes any liability on the Company Indemnified Parties, nor contains a stipulation to or admission or acknowledgment of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the Company Indemnified Parties. In the event that you fail to promptly investigate and defend or settle any claim as provided, then the Company Indemnified Parties shall have the right from that time forward to have sole control of the defense of the claim and all negotiations for its settlement or compromise, and you shall remain liable and pay any amounts incurred by the Company Indemnified Parties as a result thereof, and you shall satisfy any resulting settlement, award or judgment thereof.
NO WARRANTIES
THE SERVICES, LEADS, AND/OR Portal ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES AND LEADS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LEADS, AND/OR Portal ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Company AND ITS THIRD PARTY SUPPLIERS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE LEADS, SERVICES AND/OR Portal WILL MEET YOUR REQUIREMENTS; THAT THE LEADS, SERVICES AND/OR Portal WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU AND YOUR ORGANIZATION ACKNOWLEDGE THAT THE LEADS AND/OR Portal CONTENT WILL CONTAIN A DEGREE OF ERROR. YOU ALSO ACKNOWLEDGE THAT ALL LEADS AND/OR Portal CONTENT, INCLUDING WITHOUT LIMITATION, ORDERS, ARE PRICED BASED UPON THE EXPECTATION THAT THE ERRORS WILL OCCUR AND YOU AND YOUR ORGANIZATION SHALL ASSUME ALL DAMAGES, CLAIMS, LOSSES OR INJURIES ARISING AS A RESULT OF ANY SUCH ERRORS. YOU AND YOUR ORGANIZATION ARE SOLELY RESPONSIBLE FOR DETERMINING THAT THE Portal CONTENT IS SUFFICIENTLY ACCURATE FOR YOUR PURPOSES.
LIMITATION OF LIABILITY AND DAMAGES
IN NO EVENT SHALL Company OR ITS THIRD PARTY SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR CHARACTER (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR INFORMATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT CLIENT, ANY CLIENT OF CLIENT, OR OTHER PARTY, SUFFERS OR INCURS ARISING OUT OF ANY ACTS OR OMISSIONS OF Company OR ITS THIRD PARTY SUPPLIERS IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS, DAMAGE OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL RIGHT CLAIMED TO HAVE BEEN VIOLATED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION. Company MAKES NO ASSERTION, WARRANTY OR GUARANTY WITH REGARD TO RESULTS OR OTHER OUTCOMES FROM THE Portal OR SERVICES IN ANY MANNER WHATSOEVER. THE CUMULATIVE LIABILITY OF Company TO USERS AND ANY OTHER PARTY FOR ANY CLAIMS RELATING TO OR ARISING UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES ACTUALLY PAID TO Company HEREUNDER. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF AN EXCLUSIVE REMEDY.
COMPLIANCE
Your use of Leads and Portal Content will at all times comply with any compliance requirements set forth in these Terms and any applicable laws and/or compliance obligations as they may be adopted or amended from time to time. You are fully responsible for, and Company will not be held liable for, any additional charges you and/or any agents (or anyone acting on your behalf or on behalf of any agents) incur resulting from the transmission of data between Company you or such other parties. You acknowledge and agree that your use of all Leads or Portal Content provided by Company are for your exclusive use, or the use of your agents and representatives, and are to be utilized solely for your benefit or for the benefit of your agents and representatives.
No resale, rental, reproduction or transfer of any kind of the Leads to third parties beyond this grant is authorized. All other rights with regard to the Leads are reserved by Company. You shall require its agents and representatives to execute agreements acknowledging your obligations, limitations and prohibitions under these Terms and will monitor your agents and representatives for compliance. You are prohibited from sharing, renting or otherwise providing the Leads or Portal Content to any third party without the prior written consent of Company.
In no event may you use or permit the use of any Leads to advertise, sell, or exchange any products or services that involve sexual paraphernalia; drug paraphernalia; pornographic materials; weapons; credit repair services or other illegal or illicit activities.
You agree, for any prospecting use of the Leads not involving your house files, which include a designation that an individual consumer has opted out of receiving marketing solicitations, to honor such election. In the event that you do not honor such election, Company may terminate your access to the Portal and any agreement with you, and any licenses hereunder immediately and without further liability to you or any other party, and you agrees to defend, indemnify, and hold harmless Company for any claims arising out of any failure to honor such election.
You represent and warrant that you and your representatives have complied and will comply with the rules relating to any Do‐Not‐Call Registry promulgated by federal, state, foreign, international or self‐regulatory bodies (such registries and lists collectively, the “DNC Registries”), specifically including, but not limited to, those rules that: (a) require all sellers who initiate, or cause a telemarketer to initiate, an outbound telephone call that is not otherwise exempt, to pay the appropriate fees for any DNC Registries (including obtaining a SAN); (b) require all telemarketers who initiate an outbound telephone call, that is not otherwise exempt on behalf of a seller, to ensure that the seller has paid all appropriate fees for any DNC Registries; and (c) require any company performing scrubbing of any DNC Registries on behalf of a seller to ensure that it is scrubbing the calling lists against that seller’s and only that seller’s version(s) of the DNC Registries. You hereby agree and certify that you will use the information gathered from the DNC Registries solely in compliance with the provisions of any applicable acts, guidelines or regulatory or self‐regulatory body or otherwise to prevent telephone calls to telephone numbers on the registry.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THAT THE PORTAL CONTENT AND LEADS (AND ANY OTHER CONTENT, DATA OR MATERIALS PROVIDED BY COMPANY) COMPLY WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS IN EACH AND EVERY RESPECT. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY FOR ANY CLAIMS ARISING OUT OF YOUR USE OF THE PORTAL CONTENT OR LEADS, OR THE SERVICES PROVIDED BY COMPANY. YOU AGREE THAT YOUR USE OF THE PORTAL CONTENT AND LEADS IS DONE AT YOUR SOLE AND EXCLUSIVE RISK AND THAT COMPANY ASSUMES NO RESPONSIBILITY FOR ANY NONCOMPLIANCE OF ANY LEADS (OR ANY USE THEREOF) WITH ANY APPLICABLE LAWS, INCLUDING ANY CONSUMER LAWS (AS DEFINED BELOW).
You are solely liable for any and all accuracy, truthfulness and compliance of all User Content, mailers, cards, advertisements, marketing materials, solicitations, and other materials delivered or mailed to Leads by you or as a result of your use of the Portal and/or marketing to the Leads (whether developed by you or by Company on your behalf or for your benefit) (collectively, “Materials”) with all applicable laws, rules or regulations. You represents and warrant that you will thoroughly review and inspect all Materials provided by, developed by, sent by or mailed by Company (or you) for such accuracy, truthfulness and compliance immediately upon your placement of any order with Company. Your placement of an order for Leads with Company constitutes your acknowledgement that you have thoroughly reviewed and accept all Materials. You accept and assume the risks of, and liability for, any inaccuracies, untrue statements, and/or other deficiencies contained within such Materials, including any noncompliance of such Materials with any applicable law, rule or regulation.
You shall not use nor permit the use of the Leads, Portal Content, or any other data provided by Company in violation of any federal, state, local, or international law, rule, or regulation or for any unlawful purpose, and will comply with the Direct Marketing Association’s Ethical Use and Fair Information Practices Guidelines https://thedma.org/accountability/ethics-and-compliance/dma-ethical-guidelines/. You agree to comply with any and all current and future federal, state, local and international laws concerning use of the Leads, Portal Content, Services, digital or online solicitations, telephone solicitations and marketing, and the transmission of facsimiles and email, including but not limited to, the Telephone Consumer Protection Act of 1991, the CAN‐SPAM Act of 2003, Canada’s Anti‐Spam Legislation of 2014, Fair Credit Reporting Act (FCRA), the Federal Trade Commission (“FTC”) Telemarketing Sales Rule, and any other existing or future FTC rules or Federal Communications Commission rules and any enforcing regulations related to the foregoing (collectively, “Consumer Laws”). By using the Portal, you understand that any person violating such laws, rules or regulations may be subject to substantial civil and criminal penalties, for each transmission of any unsolicited facsimile or other information. You acknowledges that the U.S. Federal government, certain states and self‐regulatory bodies may each have restrictions on telemarketing activities or other solicitation and marketing activities, including but not limited to, permitting a telephone subscriber to give public notice that such subscriber does not wish to receive sales solicitation telephone calls. Due to the varying publication dates of such notices, Company disclaims any warranty, expressed or implied, that the names, telephone numbers or other information of all such subscribers have been identified on or deleted from any Leads, Portal Content, or other list or data ordered by you or your agents.
If any existing law or regulation is changed or if any new law or regulation is enacted that affects the Leads, Portal Content, data provided by Company, Services or use of any of the foregoing, Company may modify these Terms to the extent reasonably necessary to ensure that use of the Leads, Services, Portal Content and/or and other data will be in full compliance with such laws and regulations and Company may modify the pricing applicable to such Leads. Notwithstanding the foregoing, Company assumes no responsibility for and shall not be liable to you or any third party for any failure to make such modification, and you remain responsible and liable for any and all compliance of your use of the Leads, Portal Content, Services, or other data prior to your use thereof with all applicable laws, including Consumer Laws.
FORCE MAJEURE
No party shall be liable for any default or delay in the performance of its obligations under these Terms if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.
GOVERNING LAW
These Terms shall be governed by Delaware law, without regard to its choice of law or conflicts of law.
DISPUTES AND ARBITRATION
In the unlikely event that Company has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Company claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to protect any of Company’s proprietary interests. The timeline for disputes, unless otherwise required by applicable law, must be commenced within one year after the cause of action accrues. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Company ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
ENTIRE AGREEMENT
These Terms with any amendments and any additional agreements you may enter into with Company constitute the entire agreement between the parties with respect to the Service, and supersede any previous agreements and understandings. In the event of conflict between any other Company agreement or policy (“Additional Terms”), these Terms shall prevail.
RIGHT TO AMEND
Company reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notices posted within the Portal System. Failure to notify you of revisions shall not modify or change the effectiveness of those revisions. Any use of our Services after publication of any such change shall constitute your acceptance of these Terms as modified.
SEVERABILITY
The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.
NOTICES
Any notices or demands shall be in writing and shall be made by registered or certified mail, addressed, as follows: RGI Solutions, Inc., 1355 Terrell Mill Road, #100, Marietta, GA 30067.
