Ed.VoiceThread Terms of Service
Agreeing to our Terms of Service
Thanks for your interest in using Ed.VoiceThread, which includes the services offered on ed.voicethread.com (“Ed.VoiceThread Website”) and any associated mobile applications (“VoiceThread Apps”) like our apps in the iTunes Store or Google Play, or products and services that the Company may provide now or at some point in the future (collectively, the “Service”). The Ed.VoiceThread Website and VoiceThread Apps are owned by VoiceThread, Inc (sometimes referred to in these Terms of Services as “VoiceThread,” “Ed.VoiceThread,” “Company,” “we” or “us”).
If you are using the Service as a member of an organization that has a separate written agreement with Ed.VoiceThread (e.g., a school, district, university, or business), that agreement will govern your use of the Service.
If you are under the age of 18, you are not permitted to register for an account.
If you are under the age of 18 you may use this service only after an account has been created for you by an educator, or administrator at your school.
You must be a grade-school educator or administrator to register for this Service.
If you are entering into this Agreement on behalf of an organization (a school, company or other legal entity), you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you”, “your” or “Member” shall refer to such entity. If you don’t have such authority, or if you don’t agree with these terms and conditions, you may not use the Service.
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ed.VoiceThread has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ed.VoiceThread has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
Use of the Service
Ed.VoiceThread gives you permission to access and use the Service as set forth in this Term of Service, so long as you are complying with all of the terms and conditions of this Agreement. The Service is available for your personal, noncommercial, or educational use.
Changes to the Service
Over time, it’s a certainty that we’ll make changes to the Service, adding or removing functions and features, and we may even stop the Service altogether. We reserve the absolute right to make those changes at any time. Having said that, we have a ten-year history of deeply respecting the needs of our users to manage changes that happen to the Service, which is why we gave our users an entire year to switch over to our newly rebuilt application back in 2014. It was a great deal more work for us to manage the two systems for that entire year; however, it helped make our community of users manage that period of change better. It is demonstrative of the way we think.
In addition to service wide changes to features and functionality, we may stop, suspend, or change the Service just for you, or a group of people like you, e.g., if you don’t comply with the terms of this agreement, or we create new limits on the Service that didn’t exist before, or begin charging a cost for something that was previously free. Again, we need to reserve the absolute right to make those changes.
You retain all ownership rights you have in any User Submissions. Ed.VoiceThread does not claim any ownership rights in the User Submissions.
The license in (i) above will terminate when you delete any User Submissions with intellectual property rights (like photos or videos) (“IP content”), you or your organization (e.g., school, university, or company) (as defined below) deletes any personal information, or you delete your account, unless your content has been shared with others, and they have not deleted it or removed your access to it. For example, you may upload an image, or other media, to a colleague’s Ed.VoiceThread conversation, in which case that colleague (or any person who created and controls that Ed.VoiceThread that you contributed your content to) now controls that media, much like sending a document to someone via email. In that case, deleting your own account would not delete that content from our system.
Whenever you delete content, Education Records, or personal information, it will be deleted in a manner similar to moving it to the recycle or trash folder on a computer. “Undo” features may be available for certain deletion events to enable deletion errors to be rectified before data is irretrievably lost, and so deleted content may persist in backup copies for a reasonable period of time (but that deleted content will not be available to others).
You are responsible for making sure that you have all rights in the User Submissions, including the rights necessary for you to grant us the foregoing licenses to the User Submissions. Please see our deletion policy for more information.
All information posted or transmitted through the Service is the responsibility of the person that posted it, and we will not be liable for any errors or omissions in any content. Ed.VoiceThread cannot guarantee the identity of any other users with whom you may interact in the course of using the Service or the authenticity of any data which users may provide about themselves. You acknowledge that all content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We do not guarantee that we will publish any of your User Submissions, and reserve the right to remove User Submissions from the Service at any time for any reason, such as if we receive a notice reports a User Submission infringes someone’s intellectual property rights or violates community guidelines.
With respect to Commentary, when a user leaves Commentary anywhere within a VoiceThread or any forum or discussion space of any kind, user grants the owner of that same forum or VoiceThread conversation, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Commentary (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
Contributions to Ed.VoiceThread
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Ed.VoiceThread through its suggestion or feedback mechanisms, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Ed.VoiceThread is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Ed.VoiceThread shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Ed.VoiceThread may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Ed.VoiceThread without any obligation of Ed.VoiceThread to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Ed.VoiceThread under any circumstances.
Copyright (what’s yours is yours)
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
Ed.VoiceThread respects the intellectual property of others and we ask our users to do the same. Ed.VoiceThread may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat offenders. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Ed.VoiceThread's Copyright Agent the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located in the Service;
- 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;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Ed.VoiceThread’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Copyright Agent c/o
PO Box 970533
Boca Raton FL 33497-0533
Phone: (253) 785-0036
Fax: (253) 785-0036
In the context of an onward transfer of data, The Service retains responsibility for the processing of personal information it receives under the Privacy Shield and subsequently transfers to a third party acting as an agent on its behalf. The Service shall remain liable under the Principles if its agent processes such personal information in a manner inconsistent with the Principles, unless the organization proves that it is not responsible for the event giving rise to the damage.
More information about the Privacy Shield framework can be found here: https://www.privacyshield.gov/EU-US-Framework.
Additional Terms for Educators and School Administrators
If you are a teacher, administrator, aide, or other similar personnel (“School Personnel”) accessing the Service on behalf of a school, school district, or other similar educational institution (the "Institution"), the following terms apply to you:
(i) You agree that you are acting on behalf of (or have permission from) your Institution to enter into this Agreement and to use the Service.
(ii) You further understand and acknowledge that COPPA prohibits online service providers from knowingly collecting personally identifiable information from children under 13 years of age without Consent and you understand that we will not permit children under the age of 18 to register for an account on the Service.
(iii) School Consent. You acknowledge and agree that when School Consent must be utilized to allow children under 13 to use the Service, you and/or the Institution will be solely responsible (and hereby agree that Ed.VoiceThread is not responsible) for compliance with COPPA. This includes, without limitation, limiting access to the Service to those student users from whom School Personnel has received valid Consent forms and complying with all parental requests regarding the collection, use, and disclosure of such parent’s child’s information. School Personnel or the Institution are responsible for disseminating parental consent forms to the parents of potential student users, for confirming receipt of valid consent forms for each child before granting the student access to the Service, and for retaining such consent forms on file. If a parent user does not consent or rescinds such consent, School Personnel or the Institution shall immediately notify Ed.VoiceThread to discontinue that student’s access to the Service and ensure that such student’s information is no longer accessible through the Services.
(iv) Only School Personnel who are current employees of the Institution may use the Service on the Institution’s behalf. Upon termination of a teacher or other staff member's employment with the Institution, such individual must return and cease using all login details and student access he or she has in his or her possession, and the Institution is responsible for putting procedures in place to ensure that this occurs. If at any time you learn a user of the Service claims to be affiliated with your Institution who is not, in fact, affiliated with your Institution, you will notify us immediately.
The Service may create, receive from or on behalf of School Personnel, or have access to, information about students that is considered an education record (“Education Record”) and subject to the Family Educational Rights and Privacy Act ("FERPA"), 20 U.S.C. Section 1232g (collectively, the "FERPA Records"). VoiceThread represents, warrants, and agrees that it will:
- Hold the FERPA Records in strict confidence and will not use or disclose the FERPA Records except as (a) permitted or required by this Agreement, (b) required by law, or (c) otherwise authorized by School Personnel in writing;
- Safeguard the FERPA Records according to commercially reasonable administrative, physical and technical standards that are no less rigorous than the standards by which VoiceThread protects its own confidential information;
- Continually monitor its operations and take any action necessary to assure that the FERPA Records are safeguarded in accordance with the terms of this Agreement;
- Not read the contents of any such files it receives with FERPA Records in the VoiceThread Service, except as necessary to process the transaction thru the system or store the data as part of Service;
- Use FERPA Records only for the purposes for which they were intended;
- VoiceThread respects the intellectual property of others, and we ask you and our users to do the same. VoiceThread may disable and/or terminate a user's account if VoiceThread determines that the user is violating applicable copyright or other intellectual property rights of VoiceThread or any other third party.
- Provide an administrative mechanism enabling School Personnel to destroy all of an institution’s FERPA Records that are stored on the service.
In addition, the Service may use Education Records that have been De-Personalized (stripped of data that could be used to identify the the person described in the Educational Record) for product development, research or other purposes (“De-Personalized Data”). Such De-Personalized Data will have all personal identifiers removed, including, but is not limited to, name, date of birth, demographic information, geolocation information, and school name.
The Service and the Ed.VoiceThread Technology are intended solely for the personal, non-commercial or educational use of our users and may only be used in accordance with this Agreement. “Ed.VoiceThread Technology” means all past, present and future content of the Service, including, all the software, hardware, and technology used to provide the Service (including Ed.VoiceThread proprietary code and third-party software), user interfaces, materials displayed or performed on the Service such as text, graphics, articles, photographs, images, illustrations and the design, structure, sequence and “look and feel” of the Services, and all other intellectual property, including all Ed.VoiceThread Marks. Ed.VoiceThread Technology is protected by copyright and other intellectual property laws. You are not allowed to use, store, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, create derivative works from, display, license, sell or otherwise exploit the Ed.VoiceThread Technology for any purposes other than as expressly permitted under this Agreement. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any Ed.VoiceThread Technology. “Ed.VoiceThread Marks” means the trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Ed.VoiceThread.
Using our Service does not give you ownership of any intellectual property rights in our Service or the Ed.VoiceThread Technology. You may not use content from our Services, including User Submissions, unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any Ed.VoiceThread Marks. Don’t remove, obscure, or alter any copyright or other legal notices displayed in or along with our Services.
New Modifications to Agreement
Over time, it’s a certainty that we’ll make changes to this Agreement and the Service, adding or removing functions and features, changing terms and policies, and we may even stop the Service altogether. We’ll post notice of modifications to this Agreement on this page.
Your continued use of the Services, following notice of the changes to the Agreement or Guidelines, constitutes your acceptance of our amended terms, policies or guidelines. If you do not agree to the modified Agreement, you should discontinue your use of the Service. Ed.VoiceThread will not change how Education Records are used or shared under these Terms of Service without advance notice and consent from a School Official or Institution.
You warrant, represent and agree that you will not provide any User Submissions or otherwise use the Service in a manner that (i) infringes, violates or misappropriates another’s intellectual property rights, rights of publicity or privacy, or other rights; (ii) violates any international, federal, state or local law, statute, ordinance or regulation or which would render us in violation of any applicable laws or regulations, including without limitation COPPA and FERPA; (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your account in any way, such as allowing someone else access to your account or password. Additionally, you represent, warrant and agree that you (i) possess all rights necessary to provide your User Submissions and grant us the rights above and (ii) you are solely responsible for compliance with the applicable provisions of COPPA as set forth above when obtaining School Consent.
We do our best to keep Ed.VoiceThread safe, but we cannot guarantee it. We need your help to keep Ed.VoiceThread safe, and that includes the following commitments by you when using our Service:
- You will only use the Service as permitted by law, including applicable export or re-export control laws and regulations.
- You will not post unauthorized commercial communications (such as spam or advertisements) on or through the Service.
- You will not collect users' content or information, or otherwise access the Service, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.
- You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on the Service.
- You will not upload viruses or other malicious code, files or programs.
- You will not collect, solicit or otherwise obtain login information or access an account belonging to someone else.
- You will not collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations.
- You will not bully, intimidate, or harass any user or use the Service in any manner that is threatening, abusive, violent, or harmful to any person or entity, or invasive of another’s privacy.
- You will not post content that is hate speech, discriminating, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
- You will not use the Service to do anything unlawful, deceptive, misleading, illegal, unethical, malicious, or discriminatory.
- You will not do anything that could disable, overburden, or impair the proper working or appearance of the Service or prevent other users from using the Service, such as a denial of service attack or interference with page rendering or other Service functionality.
- You will not use the Service in any commercially unreasonable manner or in any manner that would disparage Ed.VoiceThread.
- You will not impersonate a Ed.VoiceThread employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity.
- You will not facilitate or encourage any violations of this Agreement or our policies.
Any violation of the above may be grounds for termination of your right to access or use the Service.
WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
We provide our Service using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.
DISCLAIMER OF WARRANTIES. THE SERVICE (AND ANY ASSOCIATED CONTENT OR SOFTWARE) ARE PROVIDED ON AN “AS IS” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE Ed.VoiceThread TECHNOLOGY, SERVICES, AND CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF QUALITY, ACCURACY, PERFORMANCE, AVAILABILITY, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Ed.VoiceThread MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE ERROR FREE OR UNINTERRUPTED, THAT ALL ERRORS WILL BE CORRECTED OR THAT THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. SOME FEATURES ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER.
LIMITATION OF LIABILITY. UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL Ed.VoiceThread OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF Ed.VoiceThread HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO (i) THIS AGREEMENT; (ii) YOUR USE OR THE INABILITY TO USE THE SERVICES, CONTENT, OR USER SUBMISSIONS; OR (iii) ANY INTERACTION WITH ANY THIRD PARTY THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING OTHER USERS.
IN NO EVENT WILL Ed.VoiceThread OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU IN THE AGGREGATE (FOR ALL POTENTIAL CLAIMS BY YOU) FOR ANY DAMAGES INCURRED IN EXCESS OF THE GREATER OF ANY FEES YOU HAVE ACTUALLY PAID TO US FOR USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM, OR TWO HUNDRED AND FIFTY ($250).
THIS SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE AND/OR OTHER SERVICES. SUCH SERVICES DISCLAIM ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Registration and Security
As a condition to using Service, you may be required to register with us and select a password and username or provide additional contact information ("Company User ID"). You must provide us with accurate, complete, and updated Company User ID information. You may not select or use as a Company User ID a name of another person with the intent to impersonate that person. You will not provide any false information or create an account for anyone other than yourself without permission. Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and will not share with anyone or let anyone else access your account. You may not transfer your account to anyone without our express prior written consent.
You represent, warrant and covenant all registration information you submit is truthful and accurate.
The Service may contain links to third party websites that are not owned or controlled by us, and includes features that allow you to interact and communicate with third parties. Examples include https://studentprivacypledge.org/privacy-pledge/ and https://www.privacyshield.gov/list which the Service has posted; however, as a communications tool, the platform allows its users to share hyperlinks as well. When you access third party websites or interact or communicate with third parties through the Service, you do so at your own risk. We have no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites, or which are posted to or through the Service by other users. Your interactions with organizations and/or individuals found on or through the Service are solely between you and such organizations and/or individuals. User Disputes. Ed.VoiceThread is not responsible for the actions, content, information or data of other third parties, including other users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Service. We reserve the right, but have no obligation, to become involved in any way with these disputes.
Release. If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy, or data. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor." And, if you are not a California resident, you waive any applicable state statutes of a similar effect.
You will indemnify, defend, and hold us, our parents, partners, subsidiaries, affiliates, officers, and employees harmless from and against all damages, losses, demands, liabilities, settlements, costs and expenses of any kind (including reasonable attorneys' fees) from any claim or demand made by any third party relating to or arising out of (i) your access to, use, or misuse of the Service, (ii) your violation of this Agreement (including any failure to obtain or provide any necessary consent and/or violation of applicable laws or regulations), or (iii) the infringement by you or any third party using your account of any intellectual property or other right of any person or entity, including in connection with your User Submissions.
This Agreement shall remain in full force and effect while you use the Service. You may terminate your use of the Service or your account at any time by contacting us at https://voicethread.com/contact. We may suspend or terminate your access to the Service or your account at any time, for any reason (without cause or for your violation of any term of this Agreement), and without warning or notice, which may result in the loss of information associated with your account. Upon termination of your account, your right to use the Service will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
a) Generally: In the interest of resolving disputes between you and Company in the most expedient and cost effective manner, you and Company agree that any and all disputes arising in connection with these Terms of Service shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to, all claims arising out of or relating to any aspect of these Terms of Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms of Service. You understand and agree that, by entering into these Terms of Service, you and Company are each waiving the right to a trial by jury or to participate in a class action.
b) Exceptions: Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
c) Arbitration: Any arbitration between you and Company will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms of Service, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company.
d) Notice; Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Company's address for Notice is: VoiceThread Inc., P.O. Box 970533, Boca Raton FL 33497-0533, United States of America. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 30 days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, Company shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by Company in settlement of the dispute prior to the arbitrator’s award.
e) Fees: In the event that you commence arbitration in accordance with these Terms of Service, Company will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Boca Raton, Florida, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
f) No Class Actions: you 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. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
g) Enforceability: if only Subsection F of this Section or the entirety of this Section is found to be unenforceable, then the entirety of this Section shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described elsewhere in this Section shall govern any action arising out of or related to these Terms of Service.
The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without restriction. This Agreement is governed by and construed in accordance with the laws of the State of Florida without regard to the conflict of laws provisions thereof. To the extent any dispute arising from or relating to the subject matter of this Agreement is permitted to be brought in a court of law, such claim shall be subject to the exclusive jurisdiction of the state and federal courts located in Palm Beach County, Florida, and for all purposes of this Agreement, you and Company consent to the exclusive jurisdiction and venue of such courts. Unless and solely to the extent that you or your Institution have a separate written agreement with Company that governs your use of the Service (in which case such agreement will control), we both agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that the Agreement may not be modified, except as otherwise provided herein. This Agreement and any subsequent versions of this Agreement posted to the Website will be deemed a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever.
For information about how to contact Company, please visit our contact page.