Arbitration Forums, Inc. – End User License Agreement

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“EULA”) BEFORE PROCEEDING WITH ACCESS OR USE OF ARBITRATION FORUMS, INC.’S (“AF”) WEBSITE, ONLINE PRODUCTS, COMPUTER SYSTEMS, DATA INTEGRATIONS OR OTHER SERVICES (OR ANY DATA AND INFORMATION MADE AVAILABLE BY OR THROUGH THE SAME) (EACH TERM AS DEFINED IN THE TERMS OF USE, AND COLLECTIVELY, THE “SERVICE” OR “SERVICES”). BY CLICKING “AGREE AND CONTINUE” OR BY ACCESSING ANY SERVICE, UPLOADING OR DOWNLOADING “DATA AND INFORMATION” BY WAY OF ANY SERVICE , YOU ACCEPT AND AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS EULA AND BY THE TERMS OF USE, WHICH GOVERN YOUR USE OF THE SERVICES. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THE TERMS OF USE, THEN DO NOT USE THE SERVICES AND CLICK “CANCEL.” 

DO NOT SELECT “AGREE AND CONTINUE” OR USE ANY SERVICES UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREE TO THE TERMS AND CONDITIONS OF THIS EULA AND THE TERMS OF USE. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON- ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS FOR ASSENT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

THIS EULA, AND THE TERMS OF USE ARE LEGAL AGREEMENTS BETWEEN YOU, BOTH AS AN INDIVIDUAL AND ANY ENTITY YOU APPARENTLY OR PURPORT TO REPRESENT (TOGETHER WITH ANY SUCH ENTITY’S RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS AND EMPLOYEES AND AGENTS) (“YOU”, “YOUR”, OR “LICENSEE”) AND ARBITRATION FORUMS, INC (“LICENSOR” or “AF”).  YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE USE AND RESULTS OBTAINED FROM ANY SERVICE USED OR ACCESSED BY YOU.

SERVICES ARE OFFERED “AS IS”. 

1.    LICENSE GRANT.

1.1.    Subject to the terms and conditions of the Terms of Use, AF hereby grants to You, and You accept, a limited, revocable, nontransferable, non-sublicensable, nonexclusive license to access the Services, for the regular and standard purposes that any Service was designed for, and only as authorized by the Terms of Use, including all permissions and limitations set forth in the Terms of Use (the “License”). The term “AF Material” has the meaning set forth in the Terms of Use and includes, inter alia, any compilation of data, data files (regardless of format), content output by or created with the Service, user interface, or visual display resulting from the operation of any Service, and any associated materials, specifications and documentation provided to You.

1.2.    The License allows You to access and use one or more Services from a single specific hardware system at any time per License. You may install, use, access, display and run one instance of the software (if required) at a time. The License does not grant any resale privileges. Other than the rights expressly set forth in Section 1.1 above, no other right or interest whatsoever in or relating to any Services is transferred or granted to You. 

1.3.    AF Services shall be used in accordance with the instructions of the Licensor. Except as expressly permitted by the Terms of Use, You shall not, nor permit anyone else to, directly or indirectly (i) copy, reverse engineer, decompile, or disassemble the Services, associated software or any part of it or otherwise attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Services; (ii) modify, convert, alter, change, manipulate, divide, part or revise the Services, or any part thereof; (iii) not delete or in any manner remove or alter AF’s trade names, copyright, trademarks, service marks, logos, domain names, and other distinctive brand features and notices, nor copy AF Materials, including, but not limited to, manual(s), on-line documentation, or any written materials accompanying the Services (except as expressly permitted by the Terms of Use); (iv) export any portion of the associated software in violation of export administration regulations of the United States or access the Services from outside the United States; (v) assign, sublicense, resell, transfer, distribute, pledge, loan, lease, market, rent, or use AF Materials in any service bureau arrangement, blockchain, third party training, or otherwise share AF’s rights under the Terms of Use; or (vi) otherwise violate the Terms of Use. This EULA shall automatically terminate (subject to the survival provisions hereunder) upon occurrence of any of the events set forth in this Section 1.3 and any attempt to do any such events will be considered void and of no effect and will make available to AF all legal remedies.

1.4.    You acknowledge that AF may establish general practices and limits concerning use of Services, including without limitation the maximum period of time that documents, data or other content will be retained by the Services and the maximum storage space that will be allotted on Your behalf. You agree that AF has no responsibility or liability for the deletion or failure to store any documents, data or other content maintained or uploaded to or by the Services. You acknowledge that AF reserves the right to terminate access to the Services if Your credentials for access to the Services are inactive for an extended period of time (in AF’s sole discretion, with or without notice). You further acknowledge that AF reserves the right to change this EULA and the Terms of Use, including any limits on use of AF Materials at any time (in its sole discretion, with or without notice), and you agree that Your access and use of the Services is governed by the Terms of Use as they exist on AF’s Site at the time of Your access or use.

1.5.    By submitting Case Information and/or Profile Information through the Site, any Online Product, or a Data Integration you grant AF a perpetual, irrevocable, royalty-free, non-exclusive license to use, reproduce, transmit, and display your Case Information and/or Profile Information as necessary and appropriate for AF to provide or improve the Services, including without limitation by making Case Information and/or Profile Information known to other Users or third-party vendors, such as a Third-Party Administrators, as part of the Services.

2.    FEES.

2.1.    AF reserves the right to charge fees for access or use of the Services. 

2.2.    All amounts payable as a result of Your use of the Services are exclusive of sales, use, value-added, withholding, and other taxes and duties. You will pay all taxes and duties, if any, assessed in connection with Your use of the Services, except for taxes payable on AF’s net income. 

3.     LICENSOR’S RIGHTS.

3.1.    You agree that Your rights are governed by the Terms of Use.

3.2.    You further acknowledge and agree that between You and Licensor, all right, title, and interest in and regarding AF Materials and the Services, including associated intellectual property rights, are and shall remain with Licensor, its affiliates, subsidiaries, assigns and/or their respective suppliers and licensors.

3.3.    You represent, acknowledge and warrant that any information uploaded by You related to the Services (including “Data and Information“ as the term is defined in the Terms of Use) is governed by the Terms of Use.

3.4.    If You contact AF with feedback, to provide data about use, questions, comments, suggestions or the like (regardless of form) regarding AF Services (collectively, “Suggested Information”), such Suggested Information shall be deemed to be non-confidential to You, and AF shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into AF Services any such Information.

4.     THIRD-PARTY COMPONENTS.

4.1.    AF Services may use or include certain software, cloud services, files, components and materials that are subject to open source and/or third-party license terms (“Third-Party Components”). These Third-Party Components are licensed to You under the terms of their applicable license conditions and/or copyright notices incorporated into the EULA or accessible via links in this EULA, Services, or AF Materials . If there is a conflict between the licensing terms of such Third-Party Components and this EULA, the licensing terms of the Third-Party Components shall prevail in connection with the related Third-Party Components. Such Third-Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by its third-party licensors.

4.2.    The licenses of certain Third-Party Components may require the provision of the source code of these Third-Party Components. With respect to any licenses of Third-Party Components that require the provision of the open source code of these Components, AF will provide to You and any third party, during a period set forth by each such license, for a charge of no more than AF’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, You should contact AF Support at 1.866.977.3434 or e-mail to status@arbfile.org.  Include “Open Source Code Request” in the Subject line of the email. A copy of the source code will be electronically provided at no cost to You. Under no circumstances shall AF Products or any portion thereof (except for the Third-Party Components) be deemed to be “open source” or “publicly available” software.

5.    TERM; TERMINATION.

5.1.    This EULA is effective upon the earliest of the following occurrences:
(i) by agreement electronically in any manner; (ii) by Your accessing the Services; (iii) by Your using the Services in any manner; (iv) by AF obtaining Your content from the Services; (v) Your acceptance of this EULA by clicking “Agree and Continue”;  or (vi) Your acceptance and agreement to the Terms of Use in any other way. This EULA will remain in force until terminated in accordance with this EULA.

5.2.    Licensor may terminate this EULA without cause upon thirty days’ notice (email notice is acceptable) or immediately with no further action or notice upon the breach of any term of this EULA (including without limitation, any violation of the Terms of Use and obligations to pay any applicable fees when due and payable).

5.3.    Either party may terminate this EULA if the other party: (i) ceases operation without a successor; or (ii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).

5.4.    Upon termination of this EULA by Licensor pursuant to Section 5.2 above, the license granted herein will terminate and You: (i) shall immediately cease to use the Services, Data and Information, and AF Materials; (ii) shall pay to AF any amounts owed to AF for use of the Services before such expiration or termination; and (iii) shall remove any associated software (if any) from all hard drives, networks and other storage media, including destroying all copies any materials related to the Services in Your possession or under Your control. Upon AF’s request You shall within three (3) days certify destruction of all full or partial copies of AF Materials associated with any Services.

5.5.    Termination of this EULA for any reason will not affect the Licensee’s obligations relating to the payment of amounts due or the Licensee’s obligations duties and acknowledgement of rights contained under the provisions of the License Grant (Section 1), Licensor’s Rights (Section 3), Disclaimer of Warranty, Limitation of Liability, Indemnification (Section 6), Data Usage and Privacy (Section 7) and Miscellaneous (Section 8).

6.     DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION.

6.1.    You acknowledge and agree that the Terms of Use contain Disclaimer of Warranties, Limitation of Liability and Indemnity provisions applicable to your use of the Services. 

7.    DATA USE AND PRIVACY.

7.1.    Data Use. You acknowledge that all rights related to Your use of Data and Information is set forth in the Terms of Use.

7.2.    Consent to Collection and Use of Data. In addition to the foregoing, You agree that AF may collect, use, store and transmit technical and related information that identifies Your computer (including the Internet Protocol Address), browser type, operating system, application usage (including but not limited to successful installation and/or removal), software, software usage and peripheral hardware, that may be gathered periodically to facilitate the provision of the Services, updates, product support and other services to You, including online services provided that any data used in such event logs shall be used in the aggregate, anonymously and Licensee’s identity.

7.3.    Illegal Purposes. Use of AF Products for illegal, fraudulent, or abusive purposes may be referred to law enforcement authorities without notice.

7.4.    Trademarks. “AF” and other AF’s marks and logos and all other proprietary identifiers used by AF in connection with the service (“AF Trademarks”) are all trademarks and/or trade names of AF and/or its affiliates, whether or not registered. All other trademarks, service marks, trade names and logos which may appear within the Services belong to their respective owners (“Third-Party Marks”). AF does not endorse, is not endorsed by nor affiliated with the holders of these trademarks. The Third-Party Marks are used by AF only to refer to software and other technology of third parties with which AF’s technology is compatible. AF’s use of these Third-Party Marks in no way indicates any relationship between AF and the holders of these trademarks. Rather, any such usage of Third-Party Marks by AF is considered nominative fair use under trademark law. No right, license, or interest to the AF Trademarks and the Third-Party Marks is granted hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to the AF Trademarks or Third-Party Marks and therefore Licensee shall avoid using any of those marks.

7.5.    Compliance with Laws. You shall be solely responsible to comply, at Your own expense, with local, state, national and international laws and regulations, including without limitation laws regarding data protection, security and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to Your use of the Services. You agree to promptly notify AF in writing of any unauthorized, negligent or inadvertent disclosure or use of Personal Information in connection with use of the Services, or any subpoena or other judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Personal Information contained within Case Information, and shall cooperate with AF to mitigate any such breach (whether actual or suspected) or reasonably object to the scope of any disclosure required by a governmental authority or proceeding.

7.6.    Privacy. AF adheres to the privacy practices contained in its Privacy Policy.

8.    MISCELLANEOUS.

8.1.    Governing Law and Consent to Jurisdiction. This EULA shall be construed in accordance with and governed by the laws of the State of Florida without giving effect to any principles of conflicts of laws thereof.  You and Arbitration Forums, Inc., submit to the sole and exclusive jurisdiction of the competent courts of Hillsborough County, Florida, with respect to all disputes between the parties related to this EULA or the Terms of Use (including but not limited to the enforcement of an award made pursuant to Section 8.2 and any action brought by Arbitration Forums, Inc., in a court of law pursuant to Section 8.3), and You further agree and submit to the exercise of personal jurisdiction by such courts and expressly forfeit any right you may mave to move or transfer a dispute away from such courts to the fullest extent applicable by law. You hereby agree to service of process in accordance with the rules of such courts. In any action or proceeding arising under or related to this EULA or the Terms of Use, the prevailing party shall be entitled to recover costs and attorneys’ fees.

8.2.    Consent To Binding Arbitration. EXCEPT AS OTHERWISE SET FORTH IN SECTION 8.3 OF THIS EULA, IN THE EVENT YOU AND ARBITRATION FORUMS, INC., WORKING IN GOOD FAITH, ARE UNABLE TO RESOLVE ANY DISPUTE ARISING UNDER OR RELATED TO THIS EULA OR THE TERMS OF USE WITHIN THIRTY (30) DAYS FROM SERVICE OF WRITTEN NOTICE OF SUCH DISPUTE BY EITHER PARTY TO THE OTHER PARTY, OR AT SUCH TIME AS IS MUTUALLY AGREED BY THE PARTIES, SUCH DISPUTE SHALL THEN BE DECIDED BY A CONFIDENTIAL, BINDING, NON-APPEALABLE ARBITRATION IN THE COUNTY OF HILLSBOROUGH, FLORIDA. The jurisdiction of the arbitrator (or arbitrators) with respect to legal matters shall be limited only by the statutory and common law of Florida. The final award in any such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. Any court with jurisdiction over the parties may enforce the arbitration award.

8.3.    Intellectual Property Disputes. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES THAT ARISES UNDER OR RELATES TO THE COPYRIGHT, TRADEMARK, PATENT OR TRADE SECRET LAW OF THE UNITED STATES OR A STATE (“INTELLECTUAL PROPERTY LAWS”), ARBITRATION FORUMS, INC., MAY, IN ITS SOLE DISCRETION, CHOOSE TO BRING SUIT FOR THE RESOLUTION OF SUCH DISPUTE IN A COURT OF LAW RATHER THAN BY WAY OF ARBITRATION PURSUANT TO SECTION 8.2.  

8.4.    Severability. Should any term of this EULA be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms of the EULA.

8.5.    No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

8.6.    Injunctive Relief. Since a breach by You of any of the obligations or undertakings contained herein may result in irreparable and continuing damage to AF for which there may be no adequate remedy at law, You acknowledge and agree that money damages will not be a sufficient remedy for any breach by You of this EULA, and therefore AF shall be entitled, in addition to money damages, to specific performance and injunctive relief and any other appropriate equitable remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this EULA but shall be in addition to all other remedies available at law or in equity.

8.8.    Entire Agreement; Assignment. You agree that this EULA, together with the Terms of Use is a complete and exclusive statement of the agreement between You and AF and supersedes any proposals or prior agreement, oral or written, and any other communications relating to the subject matter of the Terms of Use. Any attempt by You to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void ab initio. This EULA shall be binding upon and inure to the benefit of each party’s heirs and legal representatives. Each party may assign this EULA to (A) any legal entity or company which either party directly or indirectly (i) owns or controls, (ii) is owned or controlled by or (iii) is under common ownership or control with, or (B) a successor in a merger, acquisition or other consolidation including, without limitation, the sale of all or substantially all of its stock or assets, or business to which this EULA applies.

8.9.    Effective Date. The effective date of this EULA is November 29, 2021.