SUPERLOGIC TECHNOLOGIES, INC.
TERMS OF SERVICE
Updated: September 27, 2024
By accessing or using the experiences, products, software (the “Software”), and services (the experiences, products, Software, and services collectively referred to herein as the “Services”) of Superlogic Technologies, Inc. d/b/a Superlogic, Inc. f/k/a OneOf, Inc. (the “Company”, “us”, or “our”), you are agreeing to these Terms Of Service (these/the “Terms” or the “Agreement”) as well as those of Open Network Exchange Inc, as stated at https://aspirexbenefits.com/termsAndConditions (“One Company’s Terms”). You and the Company shall be referred to herein collectively as the “Parties”.
In any instance where these Terms and One Company’s Terms Of Service conflict as applied to your use of our Services, these Terms shall prevail.
These Terms help define our relationship with you as you interact with our Services. Understanding these Terms is important because, by accessing or using our Services, you are agreeing to these Terms.
THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY CLAIM (DEFINED IN CLAUSE 2 OF THE “MISCELLANEOUS” SECTION OF THESE TERMS) TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, CLAUSE 2 OF THE “MISCELLANEOUS” SECTION OF THESE TERMS DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE ARBITRATION AGREEMENT ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY CLAIM INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. BY USING THE SERVICES, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS, INCLUDING OUR USE OF YOUR DATA AS PROVIDED IN THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE ANY OF THE SERVICES.
Thank you for your interest in the Company and our Services, subject to these Terms. These Terms represent an agreement between you and the Company and it is important that you understand both the benefits we provide, as well as the terms which apply to your use of the Services.
PLEASE KNOW THAT WE MAY AMEND THESE TERMS AND THE TERMS OF OUR PRIVACY POLICY FROM TIME TO TIME. ALL AMENDMENTS WILL BE POSTED ON THESE TERMS, THE PRIVACY POLICY, AND OTHER PLACES WE DEEM APPROPRIATE. IF YOU CONTINUE TO USE OUR SERVICES AFTER AN AMENDMENT IS POSTED, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THAT AMENDMENT. THEREFORE, YOU SHOULD REVIEW THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY EACH TIME YOU USE THE SERVICES TO DETERMINE IF THEY HAVE BEEN UPDATED. YOU CAN TELL WHEN THESE TERMS OR THE PRIVACY POLICY HAVE BEEN LAST UPDATED BY CHECKING THE DATE AT THE TOP OF THE PAGE. WE ENCOURAGE YOU TO KEEP A PRINTED COPY OF THE CURRENT TERMS AND PRIVACY POLICY FOR YOUR REVIEW AND REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND PRIVACY POLICY, YOU MUST NOT USE THE SERVICES.
Acceptance of Terms
1. This Agreement constitutes a binding legal contract that governs your use of and access to the Services. You must accept the terms of this Agreement before you may access or use the Services. You can accept the terms of this Agreement by either: (a) clicking to accept or agree where such option is made available to you; or (b) actually using or accessing the Services.
2. By accepting this Agreement, or by accessing or using the Services, you represent and warrant the following:
3. Access and use of the Services is subject to the Company Privacy Policy (“Privacy Policy”) available at https://vipevents.aspirexbenefits.com/privacy-policy and such policy is incorporated herein by this reference.
4. We reserve the right to update this Agreement at any time, in our sole discretion, and will notify you of such updates either via email or by posting such changes on our site at https://vipevents.aspirexbenefits.com/terms (the “Site”), or such other reasonable means. You can find the most recent version of this Agreement on the Site with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. If you do not agree to the revised terms and conditions, your sole recourse is to cancel your account and cease use of the Services. Your continued access and use of the Services, including the continued use or enjoyment of any rewards offered through the Services, following notification of an updated version of this Agreement shall constitute your acceptance of the revised Agreement.
The Services
1. Our Services. The Company has developed and continues to improve software solutions powered by Superlogic Technologies, Inc., on behalf of its clients and affiliates, that allows users to purchase unique, scarce, or exclusive experiences or products presented by the Company through the Services (the “Marketplace”). Our Services also consists of access to the Software contained therein in which we make experiences and offers from participating brand and merchant partners available to you. Our Services are delivered through the worldwide web (to include the Marketplace) Subject to and conditioned upon your compliance with the Terms, you shall have a non-exclusive, non-transferrable, non-sublicensable, and limited right, during the Term, to access the Software and use the Services.
2. Network Content. The Software may integrate, be integrated into, or be provided in connection with Network Partners services or content (“Network Content”). Network Content is used to provide you access with content and features that will enhance your experience with our Services. We do not control Network Content, and your dealings with Network Content, including but not limited to, participation in promotions, purchase of goods/services. Therefore, you acknowledge and agree that Company, ESPs and affiliates are not responsible or liable for the availability of, nor does Company, ESPs or affiliates endorse the products or other materials of the Network Content. You further acknowledge and agree that Company, ESPs and affiliates shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any Network Content. Finally, you acknowledge that if you access the Network Content, the terms and conditions and privacy policies of third-party providers of such Network Content apply to your rights and obligations with respect to such access. Accordingly, we strongly encourage you to read the terms of use agreements and privacy policies that apply to such Network Content accessible on Network Partners websites.
3. Submissions and Transmissions. Any communication or material you transmit to us by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, is and will be treated as, non-confidential and non-proprietary. Anything you transmit may be used by Company, WLPs, email service providers, or affiliates for any purpose, including, but not limited to, reproduction, disclosure, further transmission, publication, broadcast and posting. Furthermore, we are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products, without any compensation to you.
Use of the Services
1. Acceptable Use. You agree that you will not (and will not permit or encourage any Users or other third party to) directly or indirectly:
2. Notice of Unauthorized Use. You will immediately notify us of any unauthorized use of your Account or the Services that comes to your attention. In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use.
Changes and Updates to the Service
1. Service Change. You understand that the Services may change over time as we refine and add more features or content. We reserve the right to update, modify, delete or discontinue the features, functionality, content or other aspects of the Services, including any and all rewards and offers, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Services, including the release of new tools and Software, shall be subject to this Agreement. We do not guarantee the availability of the Services and/or any of the rewards or offers contained therein, and they are all subject to change at any time without notice.
2. Upgrades. We reserve the right to add at any time additional features or functions to, or release new versions of, the Services (any such new features, functions or versions, are referred to as "Upgrades"). For instance, the Upgrades may help us better administer the Services and improve your experience. We may automatically make an Upgrade available without notice to you. In addition, the Upgrades may cause the Software to revert to the default settings of the current version of the Software. Unless we provide you with express notice to the contrary, an Upgrade will not delete or modify any data that would not have been deleted or modified if you had installed the then current version of the Software instead of having the Upgrade installed. Finally, although we may make Upgrades available to you, you understand and acknowledge that we have no obligation to do so.
Confidential BETA Test
1. From time to time, we may conduct a limited confidential beta test to allow selected users to test new features, capabilities, and performance of the Services (the “Beta Test”).
2. Beta Test Obligations. If selected, you hereby agree to test, evaluate, and analyze the Services and provide feedback, suggestions, and comments about the Website, the Application, and the Services as reasonably requested by us (“Feedback”). You may also voluntarily provide Feedback to us. You agree that Feedback is deemed User Content (as defined below).
3. Confidentiality Obligations. YOU MAY NOT DISCLOSE THE EXISTENCE OF, OR YOUR PARTICIPATION IN, THE BETA TEST, AND YOU MAY NOT PUBLISH, DISCLOSE, DISTRIBUTE, TRANSMIT, POST, OR OTHERWISE MAKE AVAILABLE, DIRECTLY OR INDIRECTLY, IN ANY WAY, ANY CONFIDENTIAL INFORMATION (AS DEFINED IN the “CONFIDENTIALITY” SECTION BELOW), EXCEPT AS REQUIRED BY APPLICABLE LAW OR OTHERWISE EXPRESSLY PERMITTED BY US IN WRITING. You will use Confidential Information solely for the purpose of testing the Services as contemplated by, and pursuant to, these Terms and for no other purpose whatsoever.
User Account(s)
1. Account Registration. To obtain access to the Services as a User, you are required to register for an account (“Account”) on https://vipevents.aspirexbenefits.com. Your Account login is personal to you and may not be shared or used by anyone else.
2. Account Information Confidentiality and Security. You are solely responsible for ensuring the confidentiality of your Account login information and maintaining the security of such information. You agree not to authorize any other person to use your Account for any purpose. Except as otherwise provided by applicable law, you are solely responsible for all transactions and other activities authorized or performed using your Account, whether authorized by you or not. If you believe any of your Account credentials, such as your password, have been obtained or used by any unauthorized person or you become aware of any other breach or attempted breach of the security of the Services or your Account, you must notify us immediately by contacting us at the email address provided at the end of this Agreement.
Payment Terms and Data Usage
1. Service Fees. There are currently no fees for the Software and Services, but we reserve the right to charge fees for premium tier Services in the future. We will notify you before charging any fees for the Services by notifying you electronically, by posting such fees on the Software, as applicable, or by any other method permitted by applicable law. If you elect to use any premium tier Services after such notice, you must pay all applicable fees for the Services.
2. Transactions Data. For more information on how we use your Transactions Data, see the Privacy Policy. You may opt-out of data sharing on any Linked Card you have registered by de-linking them on the Software or contacting customer support. Please note that if you opt-out of transaction monitoring, certain features of the Services may not be available to you or the performance of certain features of the Services may be limited or not work at all.
3. Use of Linked Cards and Transactions Data. By linking a card in connection with transaction monitoring, you authorize us to share limited information with the third-parties that enable us to provide the Services (“Third-Party Service Providers”) and your Payment Card Network (e.g., Visa, Mastercard, American Express). You authorize the Company to monitor transactions for the Payment Card Network to share such transaction details with us to enable your card-linked offer(s) and target offers that may be of interest to you. You agree that the Company may view your transactions made by you with participating merchants.
4. Additional Terms, Representations, and Requirements. You may only access and use the Services for your own personal, non-commercial use and not on behalf of or for the benefit of any third party.
You further acknowledge and agree that a) you will not access or use the Services to engage in any illegal, fraudulent, or other illicit activity: and b) for or our compliance purposes and in order to provide the Services to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation for purposes of verifying your identity.
Marketing
1. By signing up for the Services, you agree to receive marketing emails or text messages regarding the Services from Company or any of its affiliated partners. Users may opt-out of these communications at any time by unchecking the opt-in during sign up, by selecting “unsubscribe” within an email, replying “stop” within an SMS message, or by emailing support@superlogic.com. Messaging and data rates apply and are the sole responsibility of the user.
Ownership and Proprietary Rights in the Services
1. All right, title, and interest in and to the Services, including any updates, upgrades, and modifications thereto, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights, belong solely and exclusively to the Company and its licensors, and, except as expressly set forth in these Terms, we do not grant you any licenses or other rights, express or implied, to the Services.
2. You acknowledge and agree that the Services are protected by applicable copyright, trademark, and other intellectual property laws. All words and logos displayed in connection with the Services that are marked by the ™ or ® symbols are trademarks and service marks of the Company and/or their respective owners. The display of a third-party trademark in connection with the Services does not mean that we have any relationship with that third party or that such third party endorses the Services or the Company.
3. Acknowledgment of Proprietary Rights. By using our Services, you acknowledge that all information, content and materials contained within our Services (in any form or media, the "Materials") may be protected by one or more copyrights, patents, trademarks, trade secrets, or other proprietary rights owned by us, our content suppliers or licensors, or by other individuals whose content have been submitted to the Services. Except for Network Content or any other content provide by a third party which are in the public domain (“Third-Party Content”), you may not modify, publish, participate in the transfer or sale of, create derivative works from, or in any other way exploit the Materials, except as expressly set forth in these Terms. The trademarks, logos, and service marks (whether or not registered, collectively the "Trademarks") displayed with and/or through the Services (including Third-Party Content), are Trademarks of the Company and/or third parties. You have no right to use the Trademarks in any way and nothing contained in or exhibited with or by the Services should be construed as granting to you, by implication, estoppel or otherwise, any license or right to use any Trademark without our written permission or the written permission of the third party that owns the Trademark. You are hereby advised that the Company is prepared to aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution where appropriate. The Company will also reasonably cooperate with any third party alleging that any Material is infringing such party's intellectual property rights and shall take such steps as are required by law or otherwise reasonable and necessary to resolve any such complaint.
4. Subject to these Terms, we hereby grant you a limited, revocable, personal, non-exclusive, and non-transferable right and license to access and use the Services solely for your personal, non-commercial, entertainment purposes. Except as expressly provided by these Terms or as otherwise expressly permitted by us, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit the Services in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to):
Marketplace Transactions.
1. Prohibited Persons. No Prohibited Person may register and create an Account or otherwise make use of the Site. “Prohibited Person” shall mean: (i) any resident, the government or a government official of Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria or Crimea (a region of Ukraine annexed by the Russian Federation); (ii) any person or entity controlled by a person listed on the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the Sectoral Sanctions Identifications List, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party; or, (iii) any person that Company, it is sole discretion, deems to have violated any of these Terms.
2. Company’s Management of Marketplace. The Company reserves the right, but does not undertake the obligation to: (i) monitor or review the Marketplace for violations of the Terms and for compliance with Company’s policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates the Terms; (iii) manage the Marketplace in a manner designed to protect Company’s and third parties’ rights and property or to facilitate the proper functioning of the Marketplace; (iv) screen Users, or attempt to verify the statements of Users; (v) monitor disputes between you and other Users or to terminate or block you and other Users for violating the Terms; and/or (vi) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Marketplace Assets or any portion thereof. “Marketplace Assets” means all legal right, title, and interest in and/or to the Marketplace, its content, components, elements, the compilation and collection thereof, and all intellectual property rights associated with any of the foregoing.
WITHOUT LIMITING ANY OTHER PROVISION OF THE TERMS, THE COMPANY RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE MARKETPLACE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION, FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THE TERMS, OR VIOLATION OF ANY APPLICABLE LAW OR REGULATION.
3. Assumption of Risk. You assume any and all risk arising out of your use of the Marketplace. Those risks may include, but are not limited to, the risk of the Company freezing your Account in the event that the Company, at its sole discretion, believes you or your Account is engaged in suspicious activity or to be in breach of any of the Terms. If your Account is frozen, you will not be able to utilize your Account in any way. This may result in the closure of your open orders.
Cancellation and Termination
1. Term. This Agreement is effective and you will continue to be a member until we terminate your Account or you properly cancel your Account in accordance with this Agreement (“Term”).
2. Termination. You are solely responsible for properly canceling your Account. You may cancel your Account at any time by sending an email to support@superlogic.com. All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. We reserve the right to in our sole and absolute discretion, to temporarily suspend access to the Services (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of our network, hardware, or associated systems or those of its third party providers; or (c) the actual or suspected violation of this Agreement.
3. Effect of Termination. Upon termination of this Agreement or cancellation of your Account, all licenses and other rights granted to you hereunder will immediately terminate and you will lose access to and will cease all use of the Services (including all rewards and/or discounts offered through the Services). For avoidance of doubt, you understand and agree that any rewards that you obtained through the Services during the Term may not be used beyond the termination of this Agreement or cancellation of your Account.
Third Party Linked Service and Content
1. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole. When you engage a third party’s website or service which is linked to the Services, you are interacting with the third party and not with us. Such linked websites are not under our control and we are not responsible for the contents of any linked website or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. All rewards and offers that you pursue or other transactions you engage in using the Services are between you and the transacting party. The Company is not an agent of any such transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. The Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services.
Electronic Communications
1. By registering for the Services, you understand that we may send you communications or data regarding the Services, including but not limited to information related to rewards and/or rewards you have purchased or acquired through redemption, all in electronic form via the email address you specified when you registered. You may unsubscribe your members from such communications by contacting us at support@superlogic.com any time.
Disclaimer of Warranties
1. WE PROVIDE THE SERVICES TO YOU “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. YOU AGREE THAT ANY USE OF AND RELIANCE UPON THE SERVICES (INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, THE COMPANY DOES NOT WARRANT THAT ACCESS TO THE SERVICES OR SITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE. THE COMPANY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE MERCHANT OR ADVERTISERS LISTED ON THE SOFTWARE. ACCORDINGLY, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR PURCHASE AND USE OF THE PERKS, DISCOUNTS, OR PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.
Indemnification
1. You agree to indemnify, defend, and hold harmless the Company, its subsidiaries, WLPs, ESPs and affiliates, and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers against all claims (including all associated costs, expenses and reasonable attorneys’ fees) from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) arising out of or related to: (a) your breach of these Terms, or (b) your violation of applicable laws, rules, or regulations in connection with the Services.
Limitation of Liability
1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ESPS, OR THEIR RESPECTIVE OFFICERS OR EMPLOYEES, PRINCIPALS, DIRECTORS, MEMBERS, AGENTS, CONSULTANTS, SUBSIDIARIES, PARENT COMPANY OR AFFILIATES (TOGETHER “RELATED PARTIES”) BE LIABLE TO YOU (OR ANY PARTY CLAIMING THROUGH YOU) FOR ANY DAMAGES OR LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES INCLUDING, WITHOUT LIMITATION, DAMAGES TO YOUR SYSTEMS AND/OR YOUR SOFTWARE AND/OR DATA, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUS TRANSMISSION, PERFORMANCE DELAYS OR COMMUNICATION FAILURES OR SECURITY BREACHES.
2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, AND ITS OFFICERS, EMPLOYEES, AND AFFILIATES MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE, SITE OR THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF A) EITHER TEN THOUSAND DOLLARS ($10,000), OR B) THE TOTAL AMOUNT PAID FOR ANY PRODUCT, EXPERIENCE, OR SERVICE PURCHASED BY YOU RESULTING IN THE EVENT GIVING RISE TO SUCH LIABILITY.
3. Damage Caused by Third Parties. You agree that Company and any third party related to or affiliated with rewards (the “Related Parties”) are not responsible for, and Company and Related Parties expressly disclaim any liability for, any damage, loss, or injury you may incur as a result of actions taken by other parties who access or use the Services, including, without limitation, damages resulting from hacking, tampering, cheating, or disseminating malware from the Services.
Miscellaneous
1. Digital Millennium Copyright Act. If you are aware of or believe there is any infringing content or other material on the Software or any of the Services, please notify us. We respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity.
2. Dispute Resolution by Binding Arbitration. Many user concerns can be resolved quickly and to the user's satisfaction by contacting us at the email address below. If, however, there is an issue that needs to be resolved, this Clause 2 of the “Miscellaneous” Section describes how both of us will proceed.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH THE COMPANY AND ITS RELATED ENTITIES AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
Any claim or dispute between you and the Company or Related Parties arising out of or relating in any way to the Services, this Agreement, marketing by the Company, or any integration of the Services provided in connection with Company partners’ services or content (“Network Content”), including claims that arise after the termination of this Agreement, shall be resolved through final, binding arbitration.
The obligation to arbitrate applies regardless of whether the claim or dispute involves a tort, fraud, breach of contract, misrepresentation, product liability, negligence, violation of a statute, or any other legal or equitable theory. We each agree that each of us may bring claims against the other only in an individual capacity and not in a class action or representative proceeding, REGARDLESS OF WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT. All arbitrations shall be conducted on an individual (and not a class-wide) basis and an arbitrator shall have no authority to award class-wide relief. You acknowledge and agree that this Agreement specifically prohibit you from commencing arbitration proceedings as a representative of others or joining in any arbitration proceedings brought by any other person.
A party who intends to proceed with a claim or dispute must first send to the other a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute and setting forth the specific relief sought. All Notices to the Company shall be sent via registered mail at the address provided at the end of this Agreement. We will send notice to you via email to the email address we have on file for you, if any, or otherwise via a reasonable method. Upon receipt of such Notice, the other party shall have a thirty (30) day period in which it may satisfy the claim against it by fully curing the dispute and/or providing all the relief requested in the Notice. After the expiration of such thirty (30) day cure period, either party may commence an arbitration proceeding if the claim has not been fully satisfied.
The arbitrator has the authority to grant any remedy that would be available in court, except that the arbitrator may not issue relief on behalf of a class or otherwise issue class-wide or group relief. You acknowledge and agree that each party shall pay the fees and costs of its own counsel, experts, witnesses, and filing fees and the parties shall split the cost of the arbitrator.
If any aspect or portion of Clause 2 of the “Miscellaneous” Section of these Terms is found to be illegal or unenforceable, that aspect or portion will be severed with the remainder of Clause 2 of the “Miscellaneous” Section of these Terms remaining in full force and effect.
YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE YOU FIRST USED THE SERVICES BY SENDING A REQUEST THROUGH REGISTERED MAIL TO US. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SEND A SIGNED WRITTEN NOTICE AND THE DATE YOU FIRST USED THE SERVICES. UNTIMELY OPT-OUTS WILL NOT BE VALID AND YOU MUST THEN PURSUE YOUR CLAIM THROUGH ARBITRATION PURSUANT TO THESE TERMS.
3. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Services. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Services (including, without limitation, any prior versions of this Agreement).
4. No Waiver. Our failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance.
5. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.
6. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., without regard to its principles regarding conflicts of law. You agree that, as provided in Clause 2 of the “Miscellaneous” Section of these Terms, disputes shall be resolved by binding arbitration. You also agree that if you or the Company should nonetheless file a lawsuit against the other or any Related Parties, regardless of the validity of the suit or whether it can be maintained or is prohibited by Clause 2 of the “Miscellaneous” Section of these Terms, the sole and exclusive forum, jurisdiction, and venue for such lawsuit shall be in courts of competent jurisdiction located in New York county, New York, and you hereby submit to and irrevocably waive all objections to such jurisdiction, forum, and venue.
7. Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
8. Survival of Terms. After your subscription to the Services has terminated, any and all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.