Last Updated: June 22, 2021
ACCORDINGLY, YOU AGREE AS FOLLOWS:
The Service may display, include, or make available third-party content (including Third Party Contracts, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Agreement Express is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Agreement Express does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions, as applicable.
- Warranty Disclaimer. THE SERVICE IS BEING PROVIDED TO YOU “AS IS”. YOU ACKNOWLEDGE AND AGREE THAT ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALL OBLIGATIONS AND REPRESENTATIONS AS TO PERFORMANCE, INCLUDING ALL WARRANTIES WHICH MIGHT ARISE FROM COURSE OF DEALING OR CUSTOM OR TRADE AND INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY AGREEMENT EXPRESS. AGREEMENT EXPRESS DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE AVAILABLE TO YOU OR THAT ANY OTHER DATA MADE AVAILABLE TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICE WILL BE ACCURATE OR UNINTERRUPTED, OR ERROR FREE; OR FREE FROM VIRUSES OR OTHER HARMFUL CODE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL AGREEMENT EXPRESS OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE). THE MAXIMUM AGGREGATE LIABILITY OF AGREEMENT EXPRESS TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
- Term and Termination. The term of this Agreement commences when you access and use the Service in accordance with this Agreement and will continue in effect until terminated by you or Agreement Express as set forth in this Section. You may terminate your use of the Service at any time by ceasing further use of the Service. Agreement Express may terminate, modify, suspend, and deny you access to the Service (in whole or in part) at our sole discretion for any reason or no reason. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You agree that Agreement Express will not be liable to you or to any third party for any termination, modification, suspension, discontinuation, or denial of access to, the Service or any part thereof. Upon termination of this Agreement for any reason, all rights granted to you will also terminate. Termination will not limit any of Agreement Express’ rights or remedies at law or in equity.
- Governing Law. All matters relating to this Agreement, and any dispute or claim arising therefore or related thereto, shall be interpreted according to the laws of the state of Wisconsin without regard to or application of choice-of-law rules or principles.
- Arbitration and Class Action Waiver. PLEASE READ THIS SECTION 10 CAREFULLY. BY AGREEING TO THIS AGREEMENT, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST AGREEMENT EXPRESS ON AN INDIVIDUAL BASIS IN ARBITRATION, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 10, WHICH IS REFERRED TO AS THE “ARBITRATION AGREEMENT.” THIS ARBITRATION AGREEMENT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. IT ALSO CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
This Arbitration Agreement is intended to be interpreted broadly and governs any and all disputes between the parties, including but not limited to claims arising out of or relating to any aspect of the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property as provided below. By agreeing to this Arbitration Agreement, you agree to resolve any and all disputes with Agreement Express as follows:
(a) Initial Dispute Resolution: Most disputes can be resolved without resorting to arbitration or litigation (as expressly permitted herein). Except for intellectual property claims, the parties hereby agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Agreement Express’ support department, and such good faith negotiations shall be a condition prior to either party initiating arbitration or litigation (as expressly permitted herein). You can reach Agreement Express’ support department at firstname.lastname@example.org or +1-877-247-3397.
(b) Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above in Section 10(a), then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement, the parties’ relationship with each other, and/or your use of the Service shall be finally settled by binding arbitration, administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Unless otherwise agreed to, all arbitration proceedings shall be held in English and in accordance with governing law set forth in Section 9 above. The arbitration shall be conducted before a single arbitrator. The parties shall use their reasonable efforts to select a mutually acceptable arbitrator, however, if the parties have not selected a mutually acceptable arbitrator within thirty (30) days after the commencement of the arbitration, the arbitrator shall be selected in accordance with the rules of the applicable arbitration rules and procedures as set forth above. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You and Agreement Express agree to submit to the personal jurisdiction of any court of competent jurisdiction in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator
(c) Class Action Waiver. You acknowledge and agree that you are waiving the right to participate as a plaintiff or class in any purported class action or representative proceeding. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND AGREEMENT EXPRESS 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. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
(d) Exceptions: Litigation of Intellectual Property. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions (including injunctive or other equitable relief), validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in any court of competent jurisdiction or in the U.S. Patent and Trademark Office to protect such party’s intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, trade secrets, and other intellectual property rights, but specifically excluding privacy or publicity rights).
(e) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration in accordance with the terms and conditions of this Arbitration Agreement. In the event any litigation should arise between you and the Agreement Express as permitted under this Arbitration Agreement or otherwise, YOU AND AGREEMENT EXPRESS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(f) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This Section 10(f) shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(g) Survival. This Arbitration Agreement (including, without limitation, the Class Action Waiver provisions) shall survive any termination of your account and/or relationship with Agreement Express.
- Miscellaneous. This Agreement contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any obligation reasonably expected to survive termination or expiration of this Agreement shall survive. If any provision of this Agreement (including the Arbitration Agreement herein) is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. In the event that any action, suit, or other legal or administrative proceeding (including arbitration) is instituted or commenced by either party against the other party arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and arbitration and/or court costs from the non-prevailing party. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches and the waiver of any breach shall not act as a waiver of subsequent breaches. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The provisions set forth in Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement. This Agreement shall not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.