1 ACCEPTANCE OF TERMS OF THE LICENSE AGREEMENT
1.1 This License Agreement (the “Agreement”) governs the relations between Jolly (“we”, “us”, “our”, or the “Licensor”) and you, the Licensee of the program (the “Program”) available through the this website (the “Website”).
1.2 The Program is a result of intellectual activity in the form of a computer program. The Program constitutes an aggregate of data and commands as well as audiovisual displays generated by them, designed to enable computers and mobile devices to be used to obtain a specific result, namely the functionality of the Website.
1.3 Subject to terms contained herein, you get a non-exclusive, limited, revocable, non-perpetual, non-transferable license to use the data and commands (activated and nonactivated) as follows: (1) to reproduce activated data and commands of the Program by copying it into the memory of the Licensee’s personal computer or mobile device; (2) to reproduce nonactivated data and commands of the Program by copying it into the memory of the Licensee’s personal computer or mobile device after payment of license fee; (3) to reproduce the functionality of the Program, including to amend the individual settings of the Program, by creating or changing the profile, publishing and processing of information, as well as communicating with other licensees of the Program.
1.4 Your access and use of the Program through the Website constitutes your agreement to be bound by this License Agreement, which establishes a legally binding contractual relationship between you and the Licensor. For this reason, PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING THE WEBSITE.
1.6 Any translation from English version is provided for your convenience only. In the event of any difference in meaning or interpretation between the English language version of this Agreement, and any translation, the English language version will prevail. The original English text shall be the sole legally binding version
1.7 Unless otherwise expressly provided herein, we will alert you about any changes by updating the “Last updated” date of this Agreement and you waive any right to receive specific notice of each such change.
1.8 You acknowledge and agree that the Licensees may be a part of an online community, which includes programs and websites other than the Program that belong to the Licensor and its affiliates (the “Affiliated Websites”). By using the Program, you agree that the Licensor may use your account details indicated on the Website in its Affiliated Websites.
1.9 PLEASE NOTE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 12 THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO THE PROGRAM. THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
1.10 FURTHERMORE, THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES (SECTION 9), LIMITATIONS OF LIABILITY (SECTION 10), AND A CLASS ACTION WAIVER (SECTION 12).
1.11 IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO BE BOUND BY THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE PROGRAM AND THE WEBSITE.
2 USE OF PROGRAM; LICENSE
2.1 Basic functionality of the Program (the “Activated data and commands”) will be made available to the Licensee on an uncompensated basis. Certain functionality of the Program (the “Nonactivated data and commands”) will be available on the basis of the extended license (the “Extended License”) upon payment of a license fee. In some cases, we may offer Extended License for a flat, one-time license fee. In those cases, you agree to pay the license fee stated in the Program. In other instances, you may be asked to pay for the Extended License on a subscription basis. The payment of the license fee shall be subject to our Payment and Refund Policy.
2.2 The license fee may be changed by the Licensor unilaterally without prior notice to the Licensee. The payment of license fee is not mandatory for the use of the Program.
2.3 The Licensor reserves the right to suspend or terminate your use of the Program, or your access to the Program, with or without notice to you, in the event that you breach this Agreement. For the purpose of the integrity of the Program, the Licensor reserves the right to block licensees with certain IP addresses from accessing the Program.
2.4 By using the Program, you agree to receive certain communications, updates on the Program from the Licensor. You can opt-out of non-essential communications by unsubscribing from the email notification.
2.5 The Program may be modified, updated, interrupted or suspended at any time without notice to you or our liability.
2.6 You are solely responsible for obtaining the equipment and telecommunication services necessary to access the Program, and all fees associated therewith (such as computing devices and Internet service provider and airtime charges).
2.7 Your access to and use of the Program is at your own risk. The Licensor will have no responsibility for any harm to your computing system, loss of data, or other harm to you or any third party, including, without limitation, any bodily harm, that results from your access to or use of the Program, or reliance on any information or advice.
2.8 The Licensor has no obligation to provide you with customer support of any kind. However, the Licensor may provide you with customer support from time to time, at the Licensor’s sole discretion.
2.9 The Program is reserved for non-commercial use only and cannot be used for any business or commercial purposes by any individuals or entities.
3 REGISTRATION AT THE PROGRAM
3.1 Eligibility. Before you create an account on the Program, make sure you are eligible to use the Program: (i) you must be at least 18 years old to use the Program; (ii) you must not be restricted by law from registration/use of similar services and/or products.
3.2 Registration. You may register the account with the Program at no cost. To register the account, you need to provide a valid email address, username, password and/or other information as prompted by the registration form or as required by applicable law. We may also allow you to register by using your social network credentials.
3.3 You hereby expressly consent to our use of your profile on the Program to populate registration and profile information on the other Programs owned by the Licensor or its affiliates (“Affiliate Websites”).
3.4 Requirements to Profiles. When registering, you are prohibited from selecting or using as a username: (i) containing the name of another person with the intent to impersonate that person; (ii) a name that is subject to any rights of a person other than you without appropriate authorization; or (iii) a name that is otherwise offensive, vulgar, or obscene.
3.5 We reserve the right to reject any username or to terminate your username and give such username to another licensee of the Program in our sole discretion, and without any liability to you.
3.6 In certain cases, you may have an access to the functionality of the Program allowing you to hide the account and make it unavailable to other licensees. THIS DOES NOT CONSTITUTE THE DELETION OF YOUR ACCOUNT, TERMINATION OF YOUR SUBSCRIPTION (IF APPLICABLE) OR THIS AGREEMENT.
4 TERMS OF PAYMENT. REFUNDS
4.1 The registration with the Program and access to its basic features is free. However, certain features of the Program subject to the Extended License may be offered on a subscription basis for a license fee. You may purchase a subscription through the functionality of the Website by paying a license fee in advance on a recurring interval disclosed to you prior to your purchase (the “Purchase”). PLEASE READ OUR PAYMENT AND REFUND POLICY CAREFULLY PRIOR TO MAKING ANY PURCHASE.
4.2 To the maximum extent permitted by applicable laws, we may change license fees at any time. We will give you reasonable notice of any such pricing changes by posting the new prices on the Website sending you an email notification, or in other prominent way.
4.3 You authorize us to charge the applicable license fees to the payment card that you submit. Your Purchase will be processed by the Licensor or other affiliated entities of the Licensor.
4.4 By signing up for certain subscriptions, you agree that your subscription may be automatically renewed. Unless you cancel your subscription in your Account Settings, in the “Subscription” section, or by contacting us via https://support.awesomehelp.net, you authorize us to charge you for the renewal term. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you on the Program. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal. You must cancel your subscription in accordance with the cancellation procedures disclosed to you for the particular subscription..
4.5 The Extended License expires at the end of the paid period of your subscription. If you do not pay the license fees or charges due, we may make reasonable efforts to notify you and resolve the issue; however, we reserve the right to disable or terminate your access to the Program (and may do so without notice).
4.6 We outlined our refund policies in the Payment and Refund Policy.
5 SAFETY; YOUR INTERACTIONS WITH OTHER LICENSEES
5.1 You agree to use caution in all interactions with other licensees, particularly if you decide to communicate off the Program or meet in person. You agree that you will not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other licensees.
5.2 YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER LICENSEES. YOU UNDERSTAND THAT THE LICENSOR DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS LICENSEES OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS LICENSEES. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF THE LICENSEES.
6 INTELLECTUAL PROPERTY
6.1 You acknowledge that all the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), data, other content, software and materials displayed on the Website or used by the Licensor to operate the Program (including the Website and the Content and excluding any Licensee Content (as defined below)) is proprietary to us or to third parties.
6.2 The Licensor expressly reserves all rights, including all intellectual property rights, in all of the foregoing, and except as expressly permitted by this Agreement, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other exploitation of them is strictly prohibited. The provision of access to the Program does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights.
6.4 You grant the Licensor the non-exclusive, worldwide, transferable, perpetual, irrevocable right to publish, distribute, publicly display and perform the Licensee Content in connection with the Program.
6.5 Subject to this Agreement , the Licensor grants you a non-transferable, non-exclusive license (without the right to sublicense) to use the Website and the Program solely for your personal, non-commercial purposes.
6.6 You agree, represent and warrant, that your use of the Program, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Program or your use of it, and you will be solely responsible for your own individual violations of any such laws.
6.7 You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any Program licensees.
6.8 Our Actions in Cases of Intellectual Property Rights Infringement. We do not tolerate infringing activity on or through the Program anyhow. If we have any reasons to believe in good faith that Licensee Content and/or any kind of information violates intellectual property rights of a third party by being made available on or through the Program, upon notice from an intellectual property owner or his or her agent, we: (i) remove or disable access to material; and (ii) remove any Licensee Content uploaded to the Program.
6.9 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Program infringes your intellectual property right, please promptly send a written “Notification of Claimed Infringement” containing the following information to the designated agent identified below. Your communication must include substantially the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the material(s) that has/have been allegedly infringed; (ii) identification of the material allegedly being infringed, or, if multiple materials are covered by a single notification, then a representative list of such works; (iii) identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on the Program; (iv) information reasonably sufficient to permit us to contact you, such as your name, address, telephone number, and email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or the law; and (vi) under penalty of perjury, a statement that the information in the Notification of Claimed Infringement is accurate and truthful, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or review applicable law regarding copyright or other intellectual property infringement to confirm your obligations to provide a valid notice of claimed infringement.
7 LICENSEE REPRESENTATIONS AND RESTRICTIONS
7.1 By using the Program, you represent and warrant that:
you have the legal capacity and you agree to comply with this Agreement;
you are not under the age of 18;
you will not access the Program through automated or non-human means, whether through a bot, script or otherwise;
you will not use the Program for any illegal or unauthorized purpose;
you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country;
you are not listed on any U.S. government list of prohibited or restricted parties;
you are not a person who is barred from using the Program under the laws of the United States or any other applicable jurisdiction, meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition,
you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations, and
you have never been convicted of a felony or indictable offense (or crime of similar severity), a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.
7.2 If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to refuse any and all current or future use of the Program (or any portion thereof).
7.3 You may not access or use the Program for any purpose other than that for which we make the Program available. The Program may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
7.4 As a licensee of the Program, you agree not to:
systematically retrieve data or other content from the Program to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
make any unauthorized use of the Program;
make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Program;
use the Program for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
make the Program available over a network or other environment permitting access or use by multiple devices or licensees at the same time;
use the Program for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Program;
use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Program;
circumvent, disable, or otherwise interfere with security-related features of the Program;
engage in unauthorized framing of or linking to the Program;
interfere with, disrupt, or create an undue burden on the Program or the networks or services connected to the Program;
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Program;
attempt to bypass any measures of the Program designed to prevent or restrict access to the Program, or any portion of the Program;
upload or distribute in any way files that contain viruses, worms, trojans, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Program, or using or launching any unauthorized script or other software;
use the Program to send automated queries to any website or to send any unsolicited commercial e-mail;
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Program;
use the Program in a manner inconsistent with any applicable laws or regulations; or
otherwise infringe this Agreement.
8 DISCLAIMER OF WARRANTIES
THE WEBSITE AND OTHER ASPECTS OF THE PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE WEBSITE AND OTHER ASPECTS OF THE PROGRAM ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE LICENSOR AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (I) THE PROGRAM OR OTHER INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (II) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) THE PROGRAM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (V) THE PROGRAM WILL MEET YOUR REQUIREMENTS; (VI) THE USE OF THE PROGRAM WILL MEET YOUR EXPECTATIONS OR WILL PROVIDE ANY BENEFIT; OR (VII) ANY RESULT OR OUTCOME CAN BE ACHIEVED.
9 LIMITATION OF LIABILITY
9.1 IN NO EVENT SHALL WE (AND OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE PROGRAM (INCLUDING THE WEBSITE OR CONTENT), OR THIRD PARTY ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PROGRAM (INCLUDING THE WEBSITE, CONTENT AND LICENSEE CONTENT), AND THIRD PARTY ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTING SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE LICENSOR TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE WEBSITE, CONTENT OR PROGRAM IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO THE LICENSOR FOR THE PROGRAM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE TERMS BETWEEN THE LICENSOR AND YOU.
9.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You agree to indemnify and hold the Licensor, its successors, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Program, (ii) your Licensee Content, or (iii) your violation of this Agreement. The Licensor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Licensor. The Licensor will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11 INTERNATIONAL USE
The Licensor makes no representation that the Program is accessible, appropriate or legally available for use in your jurisdiction, and accessing and using the Program is prohibited from territories where doing so would be illegal. You access the Program at your own initiative and are responsible for compliance with local laws.
12 MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
12.1 PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
12.2 YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
12.4 Arbitration is more informal way to settle disputes than a lawsuit in court. A neutral arbitrator instead of a judge or jury is used in arbitration, which allows for more limited discovery than in court, and is subject to very limited review by courts. The same damages and relief that a court can award can be awarded by arbitrators. Please see more information about arbitration at http://www.adr.org.
12.5 A party which intends to seek arbitration must first send to the other a written notice of intent to arbitrate (a “Notice”) by an international courier with a tracking mechanism, or, in the absence of a mailing address provided by you to us, via any other method available to us, including via e-mail. The Notice to the Licensor must be addressed to: Quijano Chambers, P.O. Box 3159, Road Town, Tortola, British Virgin Islands (as applicable, the “Arbitration Notice Address”). The Notice shall (i) describe the basis and nature of the claim or dispute; and (ii) set the specific relief sought (the “Demand”). If you and the Licensor do not reach an agreement to resolve the claim within 30 days after the Notice is received, then you or we may commence an arbitration proceeding as set forth below or file an individual claim in small claims court.
12.6 THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL EXCLUSIVELY ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT.
12.7 If you commence arbitration against us, you are required to provide a second Notice to the Licensor at the Arbitration Notice Address within seven (7) days of arbitration commencement. The Rules and AAA forms are available online at http://www.adr.org. Unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee, if you are required to pay a filing fee to commence an arbitration against us, then we will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of the second Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee.
12.8 The arbitration shall be conducted exclusively in English. A single, independent and impartial arbitrator with his or her primary place of business in Alexandria, Virginia (if you are from the United States) or in Road Town, Tortola, British Virgin Islands (if you are not from the United States) will be appointed pursuant to the Rules, as modified herein. You and the Licensor agree to comply with the following rules, which are intended to streamline the arbitration process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.
12.9 TO THE FULLEST EXTENT PERMITTED UNDER LAW, YOU AND THE LICENSOR AGREE THAT YOU AND THE LICENSOR 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, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
12.11 Barring extraordinary circumstances, the arbitrator will issue his or her final, confidential decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days upon a showing of good cause and in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the Commonwealth of Virginia without regard to its conflicts of laws principles in conducting the arbitration. You acknowledge that this Agreement and your use of the Program evidences a transaction involving interstate commerce. The United States Federal Arbitration Act (“FAA”) will govern the interpretation, enforcement, and proceedings pursuant to this Section 12. Any award rendered shall be final, subject to appeal under the FAA.
12.12 The abovestated provisions of this Section 12 shall not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, patents, or other intellectual property. For the avoidance of doubt, you agree that, in the event the Licensor or a third party breaches this Agreement, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against us, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this Agreement.
12.14 All claims you bring against the Licensor must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, the Licensor may recover attorneys’ fees and reimbursement of its costs, provided that the Licensor has notified you in writing of the improperly filed claim, and you fail to promptly withdraw such claim.
12.15 In the event that we make any material change to this arbitration provision (other than a change to our Arbitration Notice Address), you may reject any such change by sending us written notice to our Arbitration Notice Address within thirty (30) days of the change, in which case you shall terminate your use of the Program immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of this Agreement.
12.16 If only clause 12.9 above or the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to this Agreement.
12.17 YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION.
12.18 YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO USE, THE PROGRAM BY WRITING TO HTTPS://SUPPORT.AWESOMEHELP.NET OR TO THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.
13 GOVERNING LAW
13.1 The laws of England and Wales, excluding its conflicts of law principles, govern this Agreement and your use of the Program.
13.2 To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of:
the state and federal courts in the City of Alexandria, Virginia – if you are a resident of the United States; or
the courts of Road Town, Tortola, British Virgin Islands – if you are not a resident of the United States;
and you hereby irrevocably submit to personal jurisdiction and venue in such courts, and waive any defense of improper venue or inconvenient forum.
14 MISCELLANEOUS PROVISIONS
14.1 No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by the Licensor of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained.
14.2 Subject to Section 12, if any provision of this Agreement is found to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
14.3 Except as otherwise expressly provided herein, this Agreement set forth the entire agreement between you and the Licensor regarding its subject matter, and supersede all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
14.4 The Licensor may transfer or assign any and all of its rights and obligations under this Agreement to any other person, by any way, including by novation, and by accepting this Agreement you give the Licensor consent to any such assignment and transfer. You confirm that placing on the Program of a version of this Agreement indicating another person as a party to this Agreement shall constitute valid notice to you of the transfer of Licensor’s rights and obligations under the Agreement (unless otherwise is expressly indicated).
14.5 All information communicated on the Program is considered an electronic communication. When you communicate with us through or on the Program or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. You further acknowledge and agree that by clicking on a button labeled “SUBMIT”, “CONTINUE”, “ADD TO CART”, “PAY” or similar links or buttons, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PROGRAM.
14.6 In no event shall the Licensor be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside the Licensor’s reasonable control.
If you want to send any notice under this Agreement or have any questions regarding the Program, you may contact us at: https://support.awesomehelp.net.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
Last Updated: 21 December 2020