Last updated: November, 2016
The terms and conditions stated herein (collectively, the "Agreement") constitute a legal and binding agreement between you and TipMonkey, LLC, a Florida limited liability company (together with its successors and assigns, the "Company"). In order to use the Service (defined below) and the associated Application (defined below) you must agree to these terms and conditions. By using or receiving any services supplied to you by the Company (collectively, the "Service"), and downloading, installing or using any associated application supplied by the Company, the purpose of which is to enable you to use the Service (collectively, the "Application"), you hereby expressly acknowledge and agree to be bound by the terms and conditions of the Agreement, and any future amendments and additions to this Agreement as published from time to time at http:/tipmonkeyapp.com/terms-and-conditions or through the Service.
The Company reserves the right to modify this Agreement or its policies relating to the Service or Application at any time, effective upon posting of an updated version of this Agreement on the Service or Application. You are responsible for regularly reviewing this Agreement. Continued use of the Service or Application after any such changes shall constitute your consent to such changes.
The Company provides the technology for a consumer to provide tips to service providers, independent of the normal custom of handing a service provider cash or adding a tip to a bill. The Application is designed to also be used from a remote location and at a distinct time from where and when a service was provided. PLEASE NOTE THAT THE COMPANY HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SERVICES PROVIDED BY THE SERVICE PROVIDERS, TIPS, RATINGS OR MESSAGES PROVIDED TO YOU BY OTHER USERS OF OUR SERVICES.
Representations and Warranties
By using the Application or Service, you expressly represent and warrant that you have the right, authority and capacity to enter into this Agreement, and agree to abide by the terms and conditions of this Agreement. If you reside in a jurisdiction that restricts the use of the Service because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Application and Service. Without limiting the foregoing, the Service and Application is not available to children (persons under the age of 18). By using the Application or Service, you represent and warrant that you are at least 18 years old. Your use of the Service and/or Application is solely for your personal use. You may not authorize others to use your user credentials, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Application or Service you agree to comply with all applicable laws.
You may only access the Service using authorized means. It is your responsibility to ensure you download the correct version of the Application for your device. The Company is not liable if you do not have a compatible handset or if you have downloaded the wrong version of the Application for your handset. The Company reserves the right to terminate this Agreement should you be using the Service or Application with an incompatible or unauthorized device.
By using the Application or the Service, you agree that:
- You will only use the Service or Application for lawful purposes; you will not use the Services for sending or storing any unlawful material or for fraudulent purposes.
- You will not use the Service or Application to cause nuisance, annoyance or inconvenience.
- You will not impair the proper operation of the network.
- You will not try to harm the Service or Application in any way whatsoever.
- You will not copy, or distribute the Application or Collective Content without written permission from the Company.
- You will only use the Application and Service for your own personal use and will not resell or transfer either to a third party.
- You will keep secure and confidential your user credentials, including any account password or any identification we provide you which allows access to the Service.
- You will provide us with whatever proof of identity we may reasonably request.
- You will only use an internet access point or data account which you are authorized to use.
License Grant, Restrictions and Copyright
Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable license to (i) download and install a copy of the Application on mobile devices or computers that you own or control and to run such copy of the Application and (ii) access the Service, in each case, solely for your own personal use.
In connection with the foregoing limited non-exclusive, non-transferable license , you agree that you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Application in any way; (ii) modify or make derivative works based upon the Service or the Application; (iii) create Internet "links" to the Service or "frame" or "mirror" the Application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Application for any unauthorized purpose, including in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Application, (c) copy any ideas, features, functions or graphics of the Service or Application, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Service or Application.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Application or Service or the data contained therein; or (v) attempt to gain unauthorized access to the Application or Service or its related systems or networks.
Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that Company has no obligation to monitor your access to or use of the Service, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Service and Application, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to the Service, the Application or any Collective Content that Company, at its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Service or Application.
Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service http://www.apple.com/legal/internet-services/itunes/appstore/jm/terms.html#SERVICE. Company reserves all rights in and to the Application not expressly granted to you under this Agreement.
The following terms applies to any App Store Sourced Application:
- You acknowledge and agree that (i) this Agreement is concluded between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
- You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and Company acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
- You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
- Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
Company and User Content
Defined Content-related Terms
“Content” means all text, graphics, images, music, software (excluding the Application), audio, video, information layout, design, images, programs or other materials.
“Company Content” means Content that Company makes available through the Service or Application, including any Content licensed from a third party, but excluding User Content.
“User” means a person who accesses or uses the Service or Application, including you.
“User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Service or Application.
“Collective Content” means, collectively, Company Content and User Content.
License Granted by Company
Subject to your compliance with the terms and conditions of this Agreement, Company grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any Company Content solely for your personal and non-commercial purposes; and (ii) to view any User Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You shall not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service, Application or Collective Content, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement.
License Granted by User
We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content. Company does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any User Content; provided, that, by making available any User Content on or through the Service or Application, you hereby grant to Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content through any lawful means.
You acknowledge and agree that you are solely responsible for all User Content. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Company’s use of the User Content (or any portion thereof) on, through or by means of the Service or Application will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Company respects all applicable copyright law and expects its Users to do the same. It is Company’s policy to terminate access and use of the Service and the Application in appropriate circumstances in which Users repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. All Company Content is the property of Company and its affiliated companies or licensors and is protected by copyright and other intellectual property laws.
- The fees payable for the Service are calculated as described below:
- All Transactions are to be paid in U.S. dollars.
- Transaction fees are deducted from the tip.
- Credit card fees are: $0.35 per transaction plus 2.9% of the transaction amount.
- The Company applies a transaction fee of 4% of the transaction amount.
The Users acknowledge and agree that the Company uses Braintree, a division of PayPal, Inc. (the “Processor”), for payment processing in connection with all Transactions, and User hereby authorizes the Company to access the Processor’s payment gateway so that Transactions submitted through the Application may be completed. In connection with the foregoing, as a “sub-merchant” of the Processor, each tippee, by using the Service and the Application, is deemed to have accepted the applicable terms of the Merchant Services Agreement with Processor and its sponsoring bank (the “MSA”) available at: https://www.braintreepayments.com/agreements/merchant.. By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that Company is not a party to the MSA and that you, Processor and Processor's sponsoring bank are the three parties to the MSA and that Company has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact the Processor at 877.434.2894.
Further, User acknowledges and agrees that, in connection with the use of the Processor services:
- User will provide all information required by the Processor;
- User will be jointly and severally liable, with the Company, for all fines, chargebacks, refunds, and other expenses incurred by User and for fees and expenses incurred in the enforcement of the Processor’s services;
- All Transactions must take place in the United States;
- As between Company and the User, Company shall be the owner of all right, title, and interest in and to all data submitted by or to the Processor in connection with the Transactions.
Balances & Transfers
You do not need to maintain a balance in your bank account in order to make or receive gratuity payments. The service professional will set up preferred account for funds transfer during the sign up process. This can be changed any time under “update personal information”. Once payment is received, further transfer of funds is the sole responsibility of the service professional, and not the Company.
Distribution of a “gratuity pool”, as an agreement between service professionals/participants in the pool for the agreed shift and/or period of time, is the sole responsibility of the applicable service professionals and not the Company. Since certain service professionals may not be legally included in a valid tip pool, service professionals are encouraged to seek appropriate legal guidance prior to establishing such a pool. The Company takes no responsibility for any liabilities related to the failure of the service professionals to comply with all applicable laws with respect to tip pools.
Intellectual Property Ownership
As between the User and the Company, the Company (and/or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Application and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any User or any other party relating to the Application or the Service. The rights granted under this Agreement are not a sale and Company does not convey to User any rights of ownership in, or related to, the Application or the Service, or any intellectual property rights owned by the Company. The Company name and logo, and the product names associated with the Application and Service, are trademarks of the Company or third parties, and no right or license is granted to use them.
Third Party Interactions
During use of the Application and Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Application or Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. The Company does not endorse any sites on the Internet that are linked through the Service or Application, and in no event shall the Company or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Application and Service to you solely pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of, or access to, such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.
The Company may rely on third party advertising and marketing supplied through the Application or Service and other mechanisms to subsidize the Application or Service. By agreeing to these terms and conditions you agree to receive such advertising and marketing. If you do not want to receive such advertising you should notify us in writing. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.
User Generated Content
I. Content publication
- By posting User Content through the Service, you agree to allow anyone with access to the Service to access the User Content you post. You agree that any discussion you initiate or participate in, or User Content you post will be related to the service and/or service providers participating in the Service or such other matters as are related to Service.
- You agree not to post or transmit material that is confidential to you or a third party. Further, you agree that you will not post or transmit material that is proprietary to a third party unless you have obtained consent from such third party.
- You agree to respect copyright, fair use, and financial disclosure laws. You agree not to post images unless you own the exclusive rights to display the imagery in this context. By posting images that depict a person or persons, you represent and warrant that you attained consent from and verified the legal age of each person depicted in the image for the distribution, display and usage of the image in the general public.
- You agree to use common courtesy when posting content, and to refrain from abusive, obscene, or offensive language, images, or links. Remember that you are providing content for a multicultural audience -- things that do not seem abusive, obscene, or offensive to you might seem so to others.
- Company shall have no obligation to compensate you for any feedback or other User Content.
- Company reserves the right, but does not have the obligation, to monitor the Service. Company is not responsible for what anyone posts on the Service, and postings do not necessarily represent the opinions or positions of Company.
II. Content Restrictions. The following is strictly forbidden on the Service:
- Use of the Service for illegal purposes or to publish any content that is unlawful, defamatory, and fraudulent or related to gambling, or that advocates intolerance of others.
- Use of the Service to misappropriate the identity of another person or post other people's personally identifying or confidential information, including but not limited to, credit card numbers, Social Security Numbers, and driver's and other license numbers. Users may not post information such as other people's passwords, usernames, phone numbers, addresses and e-mail addresses unless already publicly accessible.
- Use of the Service to post hate speech and other objectionable content. Company reserves the right to warn others of the potentially offensive content through the use of a warning page. Service also reserves the right to remove content or disable links to host sites that exist for the primary purpose of garnering commercial traffic through pornography.
III. User privacy
- You acknowledge that your profile, which includes your name, display name and language preference plus any other information you elect to make public, together with your activity, such as your software downloads, forum posts, and blog comments, will be publicly accessible.
- You agree to show proper consideration for other Users' privacy, including not referencing another User without his or her permission.
IV. Report abuse. You may report any suspected violations of these terms including, copyright infringement, abusive language or inappropriate discussion. To report such violations to Company, you will need to submit a notice to Company at the following email address: firstname.lastname@example.org.
V. Ownership of Content. You, as a User of the Service acknowledge and agree that (i) any User Content will, upon creation and posting, become the sole and exclusive property of Company and (ii) you will not retain any rights in or to the User Content, including any ideas, concepts contained, implied or expressed in the User Content. Further, Company is and shall be, upon creation and posting, the sole and exclusive owner of all right, title and interest throughout the world in and to all User Content, free from all liens and encumbrances, including, all intellectual property rights. Therefore, Company may use such User Content with no limits as regards time, place, manner and format, including by means of its reproduction, distribution, modification and transformation, including creating derivative works.
By entering into this Agreement and using the Application or Service, you agree that you shall defend, indemnify and hold the Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including providers of services arranged via the Service or Application, or (c) your use or misuse of the Application or Service. The Company shall have sole discretion as to all aspects of the employment of attorneys for its defense and you shall reimburse the Company for its reasonable attorney fees.
Disclaimer of Warranties
To the fullest extent allowed by law, the Company disclaims any and all warranties. The Company makes no representation, warranty, or guaranty as to the operation of the Application, reliability, timeliness, quality, suitability, availability, accuracy or completeness of the service or application. The company does not represent or warrant that (a) the use of the service or application will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, application, system or data, (b) the service or application will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects in the service or application will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and application is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed by the company to the maximum extent permitted by applicable law. The company makes no representation, warranty, or guaranty as to the reliability, safety, timeliness, quality, suitability or availability of any services, products or goods obtained by third parties through the use of the service or application. You acknowledge and agree that the entire risk arising out of your use of the application and service, and any third party services or products remains solely with you, to the maximum extent permitted by law.
Use of the service and application may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The company is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Limitation of Liability
In no event shall the company and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental or consequential damages (including with respect to personal injury, loss of data, revenue, profits, use or other economic advantage). The foregoing limitations form an essential basis for this agreement and shall survive regardless of the failure of any remedy of its essential purpose. The aggregate liability of company and its licensors, affiliates, officers, directors and agents under, or in connection with, this agreement, however caused, and on any theory of liability, including without limitation contract, strict liability, negligence and/or other tort, shall in no event exceed the lesser of the fees payable under this agreement during the twelve month period immediately preceding the applicable cause of action and one hundred dollars ($100).
The company and/or its licensors shall not be liable for any loss, damage or injury which may be incurred by you, including but not limited to any loss, damage or injury arising out of, or in any way connected with the service or application, including but not limited to the use or inability to use the service or application, any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any third party service provider, advertiser or sponsor whose advertising appears on the website or is referred by the service or application, even if the Company and/or its licensors have been previously advised of the possibility of such damages.
The quality of the services provided through the use of the service or application is entirely the responsibility of the third party provider who ultimately provides such services to you. You understand, therefore, that by using the application and the service, you may be exposed to activities that are potentially dangerous, offensive, harmful to minors, unsafe or otherwise objectionable, and that you use the application and the service at your own risk.
The Company may give notice by means of a general notice on the Service, electronic mail to your email address on record in the Company's account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time either by (i) confirmed e-mail to the Company at the following email address email@example.com or (ii) mail, in which case, the letter should be delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at the following address:: TipMonkey, LLC., 1031 1st Street South, Suite 906, Jacksonville Beach, FL 32250, Attention: Chief Executive Officer.
This Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of the assets of the business to which this Agreement relates, or (iii) a successor by merger or other change of control transaction. Any purported assignment in violation of this section shall be void.
You agree to comply fully with all United States, the “U.S.” and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By entering into this Agreement and/ or using the App Store Sourced Application, you represent and warrant that: (i) 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; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties and (iii) you will comply with any and all rules, laws, statutes, regulations, ordinances or treaties and you shall insure that your use of the Services provided hereunder do not violate the law of the U. S., any political subdivision of the U. S. or any foreign country.
You and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class User in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Company otherwise agree, the arbitration will be conducted in Duval County, Florida. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Changes. Notwithstanding the provisions of the modification-related provisions above, if Company changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
Applicable law. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida. Any lititgation, arbitration or dispute resolution of any kind or nature shall be instituted in Duval County, Florida. This Agreement shall not be affected or governed by any rule, convention or determination of the United Nations regarding the international sale of goods or services.
No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Service or Application. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement and all other applicable terms referred to herein comprise the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
HEADINGS: The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
THIRD PARTIES: Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
SEVERABILITY: In the event any provision or portion of a provision hereof shall be for any reason deemed illegal or unenforceable, the same shall not affect the validity or enforceability of the remaining provisions or portions thereof of this Agreement.
SURVIVAL OF COVENANTS: The representations, warranties and covenants contained within this Agreement shall survive the termination, expiration, or fulfillment of this Agreement.
WAIVER. Should the Company fail to enforce any right under or provision of this Agreement, or delay enforcement of a right or provision of this Agreement, such failure or delay shall not create a waiver of any rights under this Agreement.