Introduction
Thank you for visiting the Site. These Terms of Use form a binding legal agreement governing your use of the Sovright website (the "Site") and any information provided through the Site. The Site is owned and operated by Sovright ("Sovright,” “we,” “our,” “us”). The Site is publicly accessible and provides general information about Sovright and its services. Sovright provides this Site offering you and other visitors ("Users") the opportunity to access the Site and all information, data, and content made available on the Site ("Content"). Your access to and use of this Site, including all Content, is subject to the following terms of use (“Terms of Use” or “Terms”) and all applicable laws.
These Terms of Use apply to you your access to and use of the Site.
Please read these Terms of Use carefully. BY ACCESSING AND USING THIS SITE YOU AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OF USE. If you do not agree to these Terms of Use, or do not meet the qualifications included in these Terms of Use, do not access or use this Site.
BY ENTERING INTO THESE TERMS OF USE, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THESE TERMS OF USE CONTAIN PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS (IN THE SECTION BELOW TITLED "DISPUTES"), WHICH LIMIT YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS OF USE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
Scope
These Terms govern your access to and use of the Site and all Content and other offerings made available through the Site. Unless otherwise specified in these Terms, all access to and use of the Site and all Content and other offerings by you or on your behalf is subject to these Terms. These Terms are the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between you and Sovright, regarding your access to and use of the Site, Content and any other offerings.
Supplemental Terms
Access to certain portions of the Site may require that you agree to supplemental terms and conditions applicable to those portions of the Site (“Supplemental Terms”). As stated in those Supplemental Terms, the Supplemental Terms are incorporated into and made a part of these Terms. Any Supplemental Terms shall control as to your use of the Content or other offerings covered by those Supplemental Terms and these Terms will continue to control in all other respects with respect to the Site and all other Content and offerings.
Additional Sovright Agreements
In addition to these Terms, you may enter in additional agreements with either Sovright or any of its affiliates (each, an “Additional Sovright Agreement”). These Terms does not affect the relationship you have with Sovright or such affiliate under any Additional Sovright Agreement. Any Additional Sovright Agreement will remain applicable between you and Sovright or such affiliate, as applicable, provided that these terms will control in all respects with regard to the Site and the Content and other offerings and your access to and use thereof, unless expressly stated in any such Additional Sovright Agreement.
Third Party Terms
The Site may also provide you with access or links to Content or other offerings provided by third parties (“Third Party Offerings”) that are not under the control of Sovright. Sovright does not operate, control, or endorse any Third Party Offerings and is not responsible for any Third Party Offering. Third Party Offerings are offered for your convenience and you assume sole responsibility for your use of any Third Party Offering. Your use of any Third Party Offering is subject to any additional terms and conditions applicable to that Third Party Offering (“Third Party Terms”). Any Third Party Terms shall control only as to your use the Third Party Offering covered by those Third Party Terms and these terms will continue to control in all other respects with respect to the Site and all Content and other offerings.
Changes To Terms Of Use
These Terms of Use and the agreement formed by these Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us. We are continually improving and adding to the features and functionality of this Site and the services we offer through this Site. As a result of these changes (or changes in the law), we may need to update or revise these Terms of Use from time to time. Accordingly, we reserve the right to modify these Terms of Use at any time and in our sole discretion, without prior notice, by posting the revised version of these Terms of Use to the link marked “Terms of Use” at the bottom of each page of this Site. Any modifications will be effective 24 hours after posting through the Site or delivery of such other notice. You must cease using the Site or terminate these Terms of Use at any time if you do not agree to any changes. However, your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use.
Whenever we do change these Terms of Use, we will also change the “effective date” at the top of these Terms of Use. If you have not visited this Site in the last sixty days, be sure to check the effective date to see if these Terms of Use have been revised since your last visit.
You may access the most current version of these Terms of Use at any time by clicking the link marked “Terms of Use” at the bottom of each page of this Site.
Ownership Of This Site And Its Contents
Sovright retains all right, title and interest, including all intellectual property rights, in and to the Site and all Content, as well as all software, code, databases, hardware, and other technology used by or on behalf of Sovright to operate the Site (collectively, "Sovright Property"), and any additions, improvements, updates and modifications thereto.
You receive no ownership interest in or to the Sovright Property and you are not granted any right or license to use the Sovright Property itself, apart from your ability to access the Site and Content under these Terms of Use. The Sovright name, logo and all product and service names associated with the Site and Content are trademarks of Sovright and its licensors and you are granted no right or license to use them.
- Copyrights. As between you and Sovright, Sovright and its licensors own and reserve the copyrights in this Site, including all of its Content.
- Copyright License. Under these Terms of Use, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use this Site and to download and print copies of any Content made available on the Site to which you have properly gained access, solely for your own personal, non-commercial use, and only if you do not remove, modify or obscure any copyright, trademark, or other proprietary notices from such Content. The foregoing license does not include use of any data mining, robots or similar data gathering or extraction methods. We may revoke any license granted hereunder at any time and for any reason without notice.
- Trademarks. All trade names, trademarks and service marks displayed on this Site are the registered or unregistered trademarks of Sovright, its licensors, or other third parties (collectively, the “Trademarks”) and are protected by U.S. and international trademark laws and treaties.
- Restrictions. Except as otherwise provided in these Terms of Use, you may not use, copy, reproduce, distribute, republish, download, modify, display, post or transmit Content or Trademarks in any form or by any means without our express prior written permission.
- Your Feedback. Any comments, feedback, suggestions, and other communications regarding the Site and the Content (collectively, “Feedback”) are entirely voluntary. We will be free to use any Feedback you may provide as we see fit for any purpose and without any notice, payment, or other obligation to you. All use of any Feedback will be at our sole discretion.
Other Restrictions On Your Use Of This Site
You may only use the Site for lawful purposes in accordance with these Terms of Use. As a condition of your use of the Site, you represent and warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.
Whether on behalf of yourself or on behalf of a third party, you may not use this Site:
- to access (or attempt to access) areas or features of this Site for which you do not have the proper authorization;
- to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, or express or imply that we endorse any statement that you make;
- in a manner that violates any national, state, local or international law, rule or regulation;
- to further or promote any criminal or illegal activity or to provide instructional information about illegal activities;
- in a manner that interferes with, disables, disrupts, impairs or creates an undue burden on the networks or services that support this Site;
- to reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of any software or other technology underlying the Site;
- to attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Site;
- to harvest, scrape, collect, or copy the Content from the Site, including profiles, email addresses or other contact information of other users, by devices, scripts, robots or other means or processes, including crawlers, browser plugins and add-ons or any other technology processes;
- for the purposes of sending unsolicited emails or other unsolicited communications;
- for any public or commercial purpose, as applicable;
- to make any use of the Site in order to transmit, distribute, store or destroy material in violation of any applicable law or regulation, in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or that is defamatory, obscene, threatening, abusive or hateful; or
- in a manner that we determine, in our sole discretion, restricts or inhibits any other user from using or enjoying this Site.
Right To Modify Or Discontinue This Site
We reserve the right at any time to modify or temporarily or permanently discontinue this Site, including any Content, with or without notice, and we will not be liable to you or to any third party for any modification, suspension or discontinuance of this Site or any Content.
Links To Other Sites
This Site may provide links to other web sites or other services operated by third parties. Because we have no control over third-party web sites or services, we are not responsible for the availability of those web sites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such web sites. We make no representations regarding the content or accuracy of materials on such third party web sites. Similarly, we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such web sites. Your use of such web sites is subject to the terms and policies of the owner of such web sites and not these Terms of Use. Other web sites may link to the Site with or without our authorization, and we may block any links to or from the Site in our sole discretion. YOUR USE OF THIRD-PARTY WEB SITES OR SERVICES IS AT YOUR OWN RISK.
Representations And Warranties
You represent and warrant to Sovright that: (1) you have the legal right and authority to enter into these Terms of Use; (2) these Terms of Use form a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under these Terms of Use and to grant the rights and licenses described in these Terms of Use; and (4) your use of and access to the Site, including all Content, will comply with all applicable laws, rules, and regulations and will not cause Sovright itself to violate any applicable laws, rules, or regulations.
Disclaimer Of Warranties
WE MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THIS SITE OR ANY CONTENT. THIS SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE CANNOT AND DO NOT REPRESENT THAT THE SITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISM, OR OTHERWISE MEET YOUR REQUIREMENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT COMMUNICATIONS SENT FROM US ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM OR COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON–INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, CORRECTNESS, RELIABILITY, COMPLETENESS OR USEFULNESS OF ANY CONTENT APPEARING ON THIS SITE. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THIS SITE, AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT OUR OPINION, ADVICE OR STATEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE CONTENT IS AT YOUR SOLE RISK.
NOTHING IN THESE TERMS OF USE WILL AFFECT ANY STATUTORY RIGHTS TO WHICH YOU MAY BE ENTITLED AS A CONSUMER TO THE EXTENT YOUR ABILITY TO ALTER OR WAIVE SUCH RIGHTS BY CONTRACT IS LIMITED BY APPLICABLE LAW. SPECIFICALLY, YOU ACKNOWLEDGE THAT YOU MAY HAVE OR MAY IN THE FUTURE HAVE CLAIMS AGAINST US WHICH YOU DO NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR WHEN YOU AGREED TO THESE TERMS OF USE AND WHICH IF KNOWN, MIGHT MATERIALLY AFFECT YOUR CONSENT TO THESE TERMS OF USE. YOU EXPRESSLY WAIVE ALL RIGHTS YOU MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY."
IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL OUR OR THE RELEASED PARTIES’ (AS DEFINED BELOW) TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100.00). NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.
No Professional Advice
THE SITE AND ALL CONTENT DO NOT PROVIDE LEGAL, FINANCIAL, INVESTMENT, OR OTHER PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR LEGAL OR OTHER PROFESSIONAL ADVICE OR RECOMMENDATIONS. ALL CONTENT MADE AVAILABLE TO YOU THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES OR GENERAL GUIDANCE ONLY. YOUR USE OF THE SITE OR ANY CONTENT DOES NOT CREATE A LEGAL OR OTHER PROFESSIONAL RELATIONSHIP. YOU SHOULD ALWAYS SEEK THE ADVICE OF A LICENSED PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS OR SITUATION. NEVER DISREGARD LEGAL OR OTHER PROFESSIONAL ADVICE (OR REFRAIN FROM SEEKING IT) BECAUSE OF ANY CONTENT YOU HAVE OBTAINED THROUGH THE SITE. NEITHER SOVRIGHT NOR ANY OTHER USER RECOMMENDS OR ENDORSES ANY CONTENT OR ANY SPECIFIC PRODUCTS, PROCEDURES, OPINIONS OR OTHER CONTENT THAT MAY BE INCLUDED ON THE SITE. YOUR RELIANCE ON ANY CONTENT APPEARING ON THE SITE IS SOLELY AT YOUR OWN RISK.
Indemnity
You hereby agree to indemnify, defend, and hold harmless Sovright and its officers, directors, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) your access to or use of the Site, including any Content; or (2) your breach of any representation, warranty, or other provision of these Terms of Use. Sovright will provide you with notice of any such claim or allegation, and Sovright will have the right to participate in the defence of any such claim at its own expense.
Limitations Of Liability
UNDER NO CIRCUMSTANCES WILL SOVRIGHT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”), BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SITE, ITS CONTENT, OR YOUR USE OF OR INABILITY TO USE THIS SITE, INCLUDING ANY LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THIS SITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THIS SITE.
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME OR LOSS OF PROFITS), WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SOVRIGHT OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON OUR LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF USE WILL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
Choice Of Law, Jurisdiction And Venue
These Terms of Use and the relationship between you and us will be governed by and construed in accordance with the federal laws of the United States of America and the laws of the State of Delaware, excluding conflict of law provisions that would indicate the application of the laws of any other jurisdiction. ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THIS SITE, OR THESE TERMS OF USE, WILL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN WILMINGTON, DELAWARE, U.S.A. YOU AND WE IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum. If the courts of the country in which you reside should determine that the provisions of this paragraph are not enforceable, then you agree to submit to binding arbitration.
Disputes
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Sovright and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and Sovright agree that any past, present, or future dispute arising out of or related to these Terms is personal to you and Sovright, and that any dispute will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or Sovright seeks to bring an individual action in small claims court located in the county of your billing address/ residence or disputes in which you or Sovright seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Sovright waive your rights to a jury trial and to have any dispute arising out of or related to these Terms of Use resolved in court. Instead, for any past, present, or future dispute or claim that you have against Sovright or relating in any way to the Site, you agree to first contact Sovright and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Sovright.
The Notice must (a) include your name, your residence address, your email address and your telephone number; (b) include a description of the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Sovright cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Wilmington, Delaware. You and Sovright agree that arbitrations will be held in accordance with the AAA Mass Arbitration Supplementary Rules and corresponding fee schedule, where applicable ("AAA Rules"), including without limitation, provisions regarding consolidation of claims. The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.
You and Sovright agree that these Terms affect interstate commerce, that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), and that to the maximum extent permitted by applicable law, the FAA shall preempt the application of state laws regarding arbitration. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine whether a dispute may be arbitrated. The arbitrator may not preside over any type of class or representative proceeding. However, in the event that five or more claims in arbitration are initiated which assert the same or similar factual allegations, or raise the same or similar legal issues, we may request that the claims be consolidated for resolution consistent with Rule 6 of the Streamlined Rules, and you agree to consolidation of your claim with the claims of other claimants asserting the same or similar factual allegations, or whose claims raise the same or similar legal issues. In such a consolidated proceeding, a single arbitrator shall be appointed to resolve all consolidated claims, who shall resolve common issues of law and fact and apply such rulings consistently to the consolidated claims.
The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator, Sovright, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Sovright agree that for any arbitration you initiate, you and Sovright will split the fees unless otherwise required by applicable law or rules. For any arbitration initiated by Sovright, Sovright will pay all AAA fees and costs. You and Sovright agree that the state or federal courts of the State of Delaware and the United States sitting in Wilmington, Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
You May Opt-Out of Arbitration: WHEN YOU FIRST ENTER INTO THESE TERMS OF USE, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO support@sovright.com (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ENTER INTO THESE TERMS OF USE.
In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address to: support@sovright.com. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms of Use will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
You Waive Certain Rights: BY AGREEING TO THESE TERMS OF USE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (1) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE), (2) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, AND (3) TO A TRIAL BY JURY EVEN IF ANY ARBITRATION IS NOT REQUIRED UNDER THESE TERMS OF USE.
REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR ANY USE OF THE SITE MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
If any portion of this section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable. If you are a consumer, the provisions of this section will be modified to the extent necessary to conform to the AAA Consumer Arbitration Rules or equivalent AAA standards.
Batch Arbitration
YOU AGREE TO ABIDE BY THIS SECTION IN THE EVENT THAT: (1) THERE ARE TWENTY-FIVE (25) OR MORE INDIVIDUAL ARBITRATION DEMANDS OF SUBSTANTIALLY SIMILAR NATURE FILED BY US AGAINST YOU AND OTHER CUSTOMERS OR BY YOU AND OTHERS AGAINST US; AND (2) SUCH ARBITRATION DEMANDS ARE FILED WITH THE ASSISTANCE OF THE SAME LAW FIRM, GROUP OF LAW FIRMS, OR ORGANIZATIONS. FOR PURPOSES OF THIS SECTION, ARBITRATION DEMANDS SHALL BE DEEMED “SUBSTANTIALLY SIMILAR IN NATURE” IF THEY ARISE FROM OR RELATE TO THE SAME OR SIMILAR FACTS, EVENTS, COURSE OF CONDUCT, PRODUCT, SERVICE, OR LEGAL THEORY, AS DETERMINED BY THE AAA PROCEDURAL ARBITRATOR IN ITS REASONABLE DISCRETION. YOU UNDERSTAND AND AGREE THAT BY PARTICIPATING IN A MASS ARBITRATION, THE RESOLUTION OF YOUR DISPUTE MIGHT BE DELAYED. IF THIS SECTION IS TRIGGERED, THEN AAA SHALL:
(A)ADMINISTER THE ARBITRATION DEMANDS IN BATCHES OF UP TO 100 DEMANDS IN ANY BATCH (THE PRECISE NUMBER TO BE DETERMINED BY THE AAA PROCEDURAL ARBITRATOR; IN DECIDING WHICH ARBITRATION DEMANDS WILL GO IN WHICH BATCH, AAA SHALL MAKE THE BATCHES AS EQUAL AS POSSIBLE IN TERMS OF CUMULATIVE AMOUNT DEMANDED AND NUMBER OF ARBITRATION DEMANDS);
(B)APPOINT A SINGLE, DIFFERENT ARBITRATOR FOR EACH BATCH UNLESS THE PARTIES AGREE OTHERWISE; AND
(C)PROVIDE FOR THE RESOLUTION OF EACH BATCH AS A SINGLE CONSOLIDATED ARBITRATION WITH ONE SET OF FILING AND ADMINISTRATIVE FEES DUE PER SIDE PER BATCH, ONE PROCEDURAL CALENDAR, AND ONE IN-PERSON OR VIDEO HEARING (IF ANY) IN A FORMAT TO BE DETERMINED BY THE ARBITRATOR THAT SHALL BE CONVENIENT FOR THE PARTIES UNLESS THE ARBITRATOR DETERMINES THAT SEPARATE HEARINGS ARE APPROPRIATE.
IN ADDITION:
(I)YOU AGREE THAT BEFORE ANY BATCH BEYOND THE FIRST BATCH PROCEEDS TO HEARING, THE PARTIES SHALL ENGAGE IN A GOOD FAITH GLOBAL MEDIATION OF ALL PENDING DEMANDS BEFORE A MEDIATOR JOINTLY SELECTED BY THE PARTIES (OR, IF THEY CANNOT AGREE, APPOINTED BY AAA, WITH THE RESULTS OF THE FIRST BATCH MADE AVAILABLE AS NON-BINDING REFERENCE POINTS FOR THAT MEDIATION;
(II)YOU AGREE THAT IF THE DISPUTE IS SUBJECT TO THIS SECTION, YOU AND OUR DESIGNATED REPRESENTATIVE WILL PERSONALLY APPEAR AT ANY HEARING (WITH COUNSEL, IF YOU ARE REPRESENTED);
(III)YOU (AND YOUR COUNSEL, IF REPRESENTED) AGREE TO COOPERATE IN GOOD FAITH WITH AAA TO IMPLEMENT THE TERMS OF THIS SECTION INCLUDING THE PAYMENT OF SINGLE FILING AND ADMINISTRATIVE FEES FOR EACH BATCH, AS WELL AS ANY STEPS TO MINIMIZE THE BURDENS AND COSTS OF ARBITRATION. YOU (AND YOUR COUNSEL, IF REPRESENTED) AGREE TO WORK TOGETHER IN GOOD FAITH THROUGHOUT THE ARBITRATION OF EACH BATCH TO STREAMLINE PROCEDURES, MODIFY THE NUMBER OF ARBITRATIONS TO PROCEED PER BATCH AS APPROPRIATE, INCREASE EFFICIENCIES, AND SEEK TO RESOLVE DISPUTES, INCLUDING BY REQUESTING A STAY OF SUBSEQUENT BATCHES PENDING RESOLUTION ON A COMMON LEGAL ISSUE IN AN EARLIER BATCH;
(IV)YOU AGREE THAT ARBITRATIONS ADMINISTERED PURSUANT TO THIS SECTION MAY BE ADMINISTERED CONCURRENTLY TO THE EXTENT ADMINISTRATIVELY FEASIBLE AND THAT IF YOUR CLAIM IS DELAYED, ANY APPLICABLE LIMITATIONS PERIODS (INCLUDING ANY STATUTES OF LIMITATIONS) ARE TOLLED FROM THE DATE OF FILING WITH AAA CONSISTENT WITH THE ABOVE UNTIL YOUR DISPUTE IS ADJUDICATED, RESOLVED, OR WITHDRAWN;
(V)ARBITRATORS APPOINTED PURSUANT TO THIS SECTION SHALL ISSUE A SEPARATE AWARD FOR EACH CLAIMANT INVOLVED IN A BATCH PROCEEDING; AND
(VI)THIS SECTION SHALL IN NO WAY BE INTERPRETED AS AUTHORIZING A CLASS, COLLECTIVE AND/OR MASS ARBITRATION OR ACTION OF ANY KIND, OR ARBITRATION INVOLVING JOINT OR CONSOLIDATED CLAIMS UNDER ANY CIRCUMSTANCES, EXCEPT AS EXPRESSLY SET FORTH IN THIS PROVISION.
THIS SECTION AND EACH OF ITS REQUIREMENTS ARE ESSENTIAL PARTS OF THE AGREEMENT. IF, AFTER EXHAUSTION OF ALL APPEALS, A COURT OF COMPETENT JURISDICTION DECIDES THAT THIS SECTION DOES NOT APPLY TO YOUR DISPUTE AND IS NOT ENFORCEABLE, THEN YOUR DISPUTE SHALL NOT PROCEED IN ARBITRATION AND SHALL ONLY PROCEED IN A COURT OF COMPETENT JURISDICTION CONSISTENT WITH THE REMAINDER OF THE AGREEMENT.
Age Eligibility
The Site is intended for use by users of 18 years of age or older. If you do not meet this eligibility requirement, you are not permitted to access or use the Site.
Term
These Terms of Use are entered into as of the date you first access or use the Site and will continue until terminated. To the extent permitted and in accordance with applicable law, we may terminate your access to the Site at any time if you violate these Terms of Use or for any reason, at our sole discretion, upon notice to you. You may terminate these Terms of Use at any time by ceasing to access the Site. Upon termination of these Terms of Use for any reason: (1) all rights and licenses granted to you under these Terms of Use will immediately terminate; and (2) you will immediately cease all use of and access to the Site and all Content. The following sections shall survive termination of these Terms of Use for any reason: Ownership of This Site and Its Contents; Representations and Warranties; No Professional Advice; Disclaimer of Warranties; Indemnity; Limitations of Liability; Choice of Law, Jurisdiction and Venue; Disputes; Force Majeure; Claims of Infringement; U.S. Government Restricted Rights; Privacy; General; and Notices.
General
Words and phrases used in these Terms of Use have the definition given in these Terms of Use or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. As used in these Terms of Use, the term “including” means “including, but not limited to.” Section headings are for reference purposes only.
Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing and signed in ink by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.
If any provision of these Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions, and the court will substitute for such provision the valid and enforceable provision that most closely approximates the intent and economic effect of such provision. The remaining provisions of these Terms of Use will remain in full force and effect.
Unless you have entered into a separate agreement with Sovright regarding the Site, these Terms of Use, together with any client agreement to which you may be subject, set forth the entire understanding and agreement between us and supersede all prior understandings and agreements between you and us with respect to the subject matter hereof.
The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. You may not assign these Terms of Use or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Sovright. Any assignment in violation of the foregoing will be null and void. Sovright may freely assign these Terms of Use to any party that assumes Sovright's obligations hereunder. No term of these Terms of Use will be construed to confer any third-party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law.
These Terms of Use may be amended only as set forth above.
A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Sovright is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Accessing or using the Site is at your sole risk.
Force Majeure
Sovright will not be responsible for failure or delay in the performance of any obligation under these Terms of Use to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control. Sovright will use commercially reasonable efforts to notify you of any such event.
Claims of Infringement
Sovright respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Site without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent at the address listed in the Contact Us section of these Terms of Use or can be emailed to Sovright’s Copyright Agent at support@sovright.com (Subject line: “DMCA Takedown Request”). Please provide the following information: (1) the identity of the infringed work and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.
Privacy
While the Sovright Privacy Policy is not part of these Terms of Use, you consent to the use and disclosure of your personal information as described in the Sovright Privacy Policy.
Notices
Unless otherwise specified in these Terms of Use, any notices required or allowed under these Terms of Use will be provided to Sovright through our web form. Sovright may provide you with any notices required or allowed under these Terms of Use by sending you an email to any email address you provide to Sovright, provided that in the case of any notice applicable both to you and other users of the Site, Sovright may instead provide such notice by posting on the Site. Notices provided to Sovright will be deemed given when actually received by Sovright. Notice provided to you will be deemed given 24 hours after posting to the Site or sending via email, unless (as to email) the sending party is notified that the email address is invalid.
U.S. Government Restricted Rights
The Site is made available to the U.S. government with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Site (including the Sovright Property) by the U.S. government constitutes acknowledgement of our proprietary rights in the Site (including the Sovright Property).
Contact Us
If you have any questions or concerns regarding these Terms of Use or the Site, please contact us directly at:
Sovright
1777 Lafayette Street, Unit 114
Santa Clara, CA 95050
support@sovright.com