USER AGREEMENT
IMPORTANT - THIS IS A
LEGAL AGREEMENT (“AGREEMENT”) BETWEEN ARMS BUSINESS SOLUTIONS, LLC OR ARMS BUSINESS
SOLUTIONS LIMITED (FOR UK/EU COUNTRIES ONLY) (“ARMS”, “WE”, “OUR”, OR “US”) AND
YOU, OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
ENTITY OR ORGANIZATION, THAT COMPANY OR OTHER ENTITY OR ORGANIZATION (IN EITHER
CASE “YOU”). PLEASE CAREFULLY READ THIS AGREEMENT.
By accessing or using the Portal or any Services or Products, OR BY OTHERWISE INDICATING THAT YOU HAVE AGREED TO THIS AGREEMENT
(FOR EXAMPLE, BY CLICKING A BUTTON ON YOUR SCREEN), You agree THAT YOU HAVE
READ AND AGREE to be bound by the terms of this Agreement as of the earliest
date You first access or use the Portal or any Service or Product (the “Effective Date”). IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU
ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THIS SITE.
terms and condiTIons
1. Definitions. As used in this Agreement,
(a) “ARMS” means ARMS Business Solutions, LLC or ARMS Business Solutions Limited (for UK/EU countries only).
(b) “ARMS Data Supplier” means any organization ARMS has been authorized to receive data from on behalf customers for use in delivery of our Products and Services.
(c) “ARMS Property” means all ideas, concepts, inventions, systems, platforms, software, source code, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information acquired, created, developed or licensed by or on behalf of ARMS, any improvements, modifications, extensions or other derivative works thereof, and all IPR therein and related thereto, including the Portal, Services, Products, and Aggregated Data (as defined in Section 5).
(d) “Company Data” means all data, information, including Personally Identifiable Information, and other content regarding your customer, suppliers, service providers, or other data uploaded or provided through the Portal or any Services or Products by you or on your behalf, excluding any ARMS Property.
(e) “IPR” means all intellectual property rights and any and all other legal rights protecting data, information or intangible property throughout the world, including all copyrights and related rights, trademarks, trade names (whether registered or unregistered), service marks, trade secrets, patents (and patent applications), inventions, moral rights, designs, proprietary rights in domain names, know-how and Confidential Information (as defined below), rights in databases, and contract rights (including applications, extensions and renewals in relation to any of these rights), and all other rights of a similar nature or having an equivalent effect anywhere in the world.
(f) “Personally Identifiable Information” or “PII” means any information relating to an identified or identifiable natural person (i.e., one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person). This includes information such as a name, postal address, telephone number, email address, credit and debit card numbers and social security numbers.
(g) “Portal” means the Website or any web portals, mobile applications, application programming interfaces and tiles, or web applications operated by ARMS which provide the same services that are made available through the Website.
(h) “Products” means any software or other products, including documentation, reports, and report templates made available for download from the Portal in object code form, including any updates to such software or other products.
(i) “Purpose” means conducting business through the Portal in connection with the operation of your business.
(j) “Results” means the data, information, and content generated through the operation of the Services based on your Company Data and delivered to you through the Services, excluding any ARMS Property.
(k) “Services” means all of the services made available through the Portal, including subscription access to software, tools, and services.
(l) “User Data” means your Personally Identifiable Information, your Account and information relating to your use of the Services or Products (excluding Company Data).
(m) “Website” means www.armsbusinesssolutions.com or www.armsbusinesssolutions.co.uk and other websites operated by ARMS.
(n) “you” or “your” means the individual or entity (including corporation, limited liability company, or partnership) completing the registration process and agreeing to the terms of this Agreement.
2. Access to Products, Services and Portal.
(a) Services. Subject to your compliance with this Agreement, ARMS will permit you to access the Portal and use the Services solely for the Purpose. All access to the Portal and use of the Services is solely for your own use and benefit under the terms of this Agreement.
(b) Products. Subject to your compliance with this Agreement, ARMS will permit you to install and operate the Products solely for the Purpose. You may install each Product only on your own applicable devices for use in accordance with this Agreement and any applicable terms accompanying the Product. Except as expressly set forth in the previous sentence, you are granted no licenses or other rights in or to any Product. In the case of any software Product, unless otherwise stated in an Additional Agreement (as defined below) applicable to that Product, subject to your compliance with this Agreement, ARMS agrees to grant you a non-exclusive, non-transferable, and non-assignable limited license during the term of this Agreement to install and operate the object code version of such software on a single computer or device solely for your own internal use for the Purpose. You receive no rights in or to any such software Product under this Agreement, other than as permitted by applicable law.
(c) Third-Party Services and Products. You will also have the ability to access and use services and software, databases, content and other products developed, provided and maintained by third-party providers to ARMS (“Third-Party Services and Products”), subject to the terms of this Agreement.
3. Modifications. ARMS reserves the right, at any time, to modify the Portal or any Services or Products, with or without notice to you, by making those modifications available to you. ARMS also reserves the right, at any time, to change the terms of this Agreement or any other terms or conditions governing your use of the Portal or any Services or Products. ARMS will inform you of any changes to this Agreement by posting those changes on the Portal or by providing you with notice through the Portal (or to any email address we have on file for you). Any modifications will be effective when you access or use the Portal or any Services or Products following such notice, except in the case of any legally required changes which will be effective upon: (1) posting to the Portal; and/or (2) their acceptance by you. You may terminate this Agreement as set forth below if you object to any such modifications. Except where your express acceptance will be legally required, you will be deemed to have agreed to any and all modifications through your continued use of the Portal or any Services or Products following such notice.
4. User Obligations and Restrictions:
(a) Authority To Enter into Agreement. You represent and warrant that you are 18 years old or older and you have the authority to enter into this Agreement. If you are entering into this Agreement on behalf of an entity or organization, you also represent and warrant that: (1) you are currently employed by the entity or organization; (2) you have authority to enter into agreements and specifically this Agreement on behalf of the entity or organization; (3) you are acting on behalf of the entity or organization to enter into this Agreement; and (4) the entity or organization agrees to be bound by the terms and conditions of this Agreement.
(b) Account. You will be required to establish an account on the Portal (an “Account”) to access and use portions of the Portal and the Services and Products. You are permitted to access the Portal and the Services and Products solely through your Account at the level of access made available to you through your Account. Any invitation you may receive to establish an Account is solely an offer to you to apply for an Account and any approval (or rejection) of your request to apply for an Account will be at the sole discretion of ARMS. If you are permitted to establish an Account, your Account and the username and password for your Account (the “Account ID”) are solely for your own personal use. You are fully responsible for all use of your Account and all access to and use of the Portal and any Services and Products through your Account. You will notify ARMS immediately of any unauthorized use of your Account or any other breach of security known to you or reasonably suspected by you, including if you believe your Account ID has been stolen or otherwise compromised. You agree that all information provided in connection with establishing your Account will be true and complete and will be promptly updated and kept accurate and current.
(c) Restrictions on Use of ARMS Services and Products. The ARMS Property, including the Portal, Services, and Products, the databases, software, hardware, and other technology used by or on behalf of ARMS to provide the Portal, Services, and Products, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of ARMS. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
(d) Additional Terms. Access to and use of certain portions of the Portal and certain Services and Products may also be subject to additional terms and conditions and you are required to enter into an additional agreement in connection with accessing those portions of the Portal and those Services and Products (an “Additional Agreement”). The terms of any Additional Agreement are in addition to this Agreement and will govern your use of the specific portions of the Portal or specific Services or Products to which the Additional Agreement applies. You acknowledge your sole right to access or use the Portal or any Services or Products is as expressly set forth in this Agreement and any applicable Additional Agreement you agree to in connection with access to or use of any portion of the Portal or any Services or Products.
5.
Proprietary
Rights; Licenses.
(a) In connection with your use of the Portal or any Services or Products, you or another ARMS Data Supplier acting on your behalf may upload Company Data to the Portal or otherwise provide Company Data to ARMS in connection with the Services. As between you and ARMS, you shall own all right, title and interest (including all IPR) in and to Company Data and Results. However, in addition to any other rights granted to ARMS under this Agreement, by uploading or otherwise providing Company Data, you grant ARMS a perpetual, sub-licensable, nonexclusive, irrevocable, royalty-free right, worldwide license and right, under your IPR (whether owned by or licensed to you), to access, use, reproduce, distribute, display, transmit, have transmitted, modify, perform, display, store, archive, aggregate, index, and create derivative works from (“Use”) your Company Data in any form, format, media, software, or technology of any kind. In addition, you waive all moral rights in Company Data (or warrant that all moral rights applicable to your Company Data have been waived).
(b) By way of explanation and not limitation, the license granted by you to ARMS to Use your Company Data and Results includes the right to aggregate such Company Data and Results with other data, information, and content to create compilations and analyses thereof ( “Aggregated Data”), provided that such Aggregated Data cannot be linked to identified or identifiable natural person. All Aggregated Data is ARMS Property and ARMS owns all right, title and interest to the Aggregated Data and any derivative works thereof. In addition, ARMS is free to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during provision of the Services (including that which it could have acquired performing the same or similar services for another customer). ARMS’s use of Company Data and Results may continue after the expiration or termination of this Agreement.
(c) You commit to ARMS that your Company Data will not: (1) violate this Agreement or any applicable law, rules, or regulations; (2) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (3) constitute an infringement or misappropriation of the IPR or other rights of any third party; (4) be illegal in any way or advocate illegal activity; (5) be an advertisement or solicitation of funds, goods, or services; (6) be false, misleading, or inaccurate; or (7) be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. ARMS is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of your Company Data.
(d) You represent and warrant to ARMS that you have all rights, permissions, and consents necessary to grant ARMS each of the foregoing rights set forth in this Section, including all applicable consents necessary under any applicable data protection and privacy laws and regulations to upload or provide your Company Data to ARMS for use under this Agreement. You further warrant, represent, and covenant that: (1) all such Personally Identifiable Information has been and will be collected and used in a manner consistent with any notice given to the subjects of such information; (2) you will comply with all applicable law, rules, regulations, and other agreements to which you are a party, and all of your internal policies or procedures concerning all such Personally Identifiable Information; (3) all Personally Identifiable Information received by you and stored or processed by the Services was and will be received pursuant to a lawful privacy notice and consent for transfer of personally identifiable information to the extent required by applicable law; and (4) you are otherwise entitled to transfer the relevant Personally Identifiable Information to ARMS in accordance with this Agreement.
(e) Unless otherwise noted on the Portal or in this Agreement, all information, data, and other content made available through the Portal, Services, and Products (“Portal Content”) is ARMS Property and is owned by ARMS and its third party providers. All Portal Content is provided for your informational purposes only. ARMS has not verified the accuracy or completeness of any Portal Content. You are solely responsible for verifying the accuracy and completeness of all Portal Content and the applicability of all Portal Content to your situation and needs prior to making use of any Portal Content. Subject to your compliance with this Agreement, you may use Portal Content solely for your own internal use for the Purpose. You will not, and will not permit any third party to: (1) alter, modify, reproduce, or create derivative works of any Portal Content; (2) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Portal Content; or (3) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Portal Content. Except as set forth in this Section, you are granted no licenses or rights in or to any Portal Content.
(f) To the extent that ARMS includes any ARMS Property in the Results (including the Report Template), then subject to your compliance with this Agreement, ARMS will permit you to use such ARMS Property solely as and in the form included by ARMS in such Results, solely for the Purpose.
(g) You may, from time to time and in your sole discretion, make suggestions or provide comments or other feedback regarding the Portal or the Services or Products, including for changes, modifications or improvements to the Services or Products (“Feedback”). By providing any Feedback to ARMS you represent and warrant that such Feedback does not infringe or violate the IPR of any third party and that you have all rights necessary to provide to ARMS and enable ARMS to use such Feedback. Once provided to ARMS, all Feedback (including all IPR therein and thereto) becomes the sole property of ARMS and must also be treated as ARMS’ Confidential Information under this Agreement. You hereby agree to make all assignments necessary to achieve such ownership.
6.
SMS Messaging. By providing us your mobile number while using our software and with your
consent where required, you authorize us to send you text messages to the
number with an automated system to provide you with information about the event.
Standard message rates apply. To stop text messages, reply "STOP".
7. Data Privacy. ARMS will only use, process, and disclose Company Data as described in this Agreement. ARMS’ use, processing and disclosure of all User Data is governed by the privacy statement displayed on the Portal, which may be amended or modified as provided therein.
8. Fees and Payment. Fees and payments will be handled through separate agreements.
9. Disclaimer Of Warranty. THE PORTAL AND ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. USE OF THE PORTAL AND ALL SERVICES AND PRODUCTS IS AT YOUR OWN RISK. ARMS DOES NOT REPRESENT OR WARRANT THAT THE PORTAL OR ANY SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PORTAL OR THE SERVICES OR PRODUCTS WILL BE UNINTERRUPTED, ERROR FREE, SECURE, ACCURATE, COMPLETE, OR CURRENT. ARMS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES AS TO ACCURACY, COMPLETENESS, OR ADEQUACY OF INFORMATION. THE FOREGOING DISCLAIMER DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Term And Termination. This Agreement and your right to use the Portal, Services and Products takes effect and the moment you click “I ACCEPT” or you install, access or use the Portal or any Services or Product and is effective until terminated as set forth below. Your access to and use of the Portal and all Services and Products is at the sole discretion of ARMS. You may cease use of the Portal at any time. ARMS may terminate this Agreement at any time by providing 30 days’ notice to you under this Agreement. Upon termination of this Agreement for any reason: (1) all rights granted to you under this Agreement terminate; (2) you must cease all use of and access to your Account; (3) you must cease all access to and use of all Services; (4) you must cease use of and delete any Products you have downloaded or installed prior to termination; (5) all fees or other amounts incurred through your Account or which you have otherwise incurred under this Agreement are due and payable; and (6) ARMS may in its sole discretion delete your Account. The following survive any expiration or termination of this Agreement: Sections 1 (Definitions), 5 (Proprietary Rights), 8 (Fees), 9 (Disclaimer of Warranty), 10 (Term and Termination), 12 (Ownership), 13 (Indemnification), 14 (Limitation of Liability), 15 (Confidentiality), 16 (Relationship), 17 (Notice), 18 (Injunction), 20 (Disputes) and 21 (Miscellaneous).
11. Suspension. Without limiting ARMS’s right to terminate this Agreement, ARMS may also suspend and disable access to your Account and the Portal or any Services or Products with or without notice, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by ARMS to be inappropriate or detrimental to the Portal, Services, or Products or to ARMS or any other user of the Portal.
(a) ARMS Infringement Indemnity. Except as provided below, ARMS agrees to: (1) defend you against any allegation demand, claim, action, proceeding or suit (each, a “Claim”) by a third party that your authorized use of the Services infringes any patent or copyright or misappropriates any trade secret of such third party and (2) indemnify you for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees, “Loss(es)”) awarded to such third party by a court of competent jurisdiction or agreed to as part of a monetary settlement arising out of such Claim; provided, that: (i) you promptly provide ARMS with written notice thereof and reasonable cooperation, information, and assistance in connection therewith; and (ii) ARMS has sole control and authority to defend, settle or compromise such Claim. ARMS has no liability or obligation to you hereunder with respect to any Claim or Loss to the extent based upon (1) any Company Data; (2) any unauthorized use of the Services, (3) any modification or combination of the Services with data, software, hardware, or systems not provided by ARMS, (4) any portion of the Services that implements your specific requirements, or (5) your continuing use of the Services after notice of termination from ARMS. The foregoing states the sole and exclusive liability of ARMS, and your sole and exclusive remedy, with respect to any actual or alleged violation of any IPR by the Services or any part thereof or by its use or operation.
(b) You agree to indemnify, defend, and hold harmless ARMS and its officers, directors, shareholders, affiliates, employees, agents, contractors, volunteers, users, customers, providers, licensees, and successors in interest (“ARMS Parties”) from and against 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 ARMS Party arising in any manner from: (1) your access to or use of the Portal or any Services or Products; (2) any Company Data accessed, provided, or generated through the Portal or any Services or Products; and (3) any breach of any representation, warranty, or other provision of this Agreement. ARMS will provide you with notice of any such claim or allegation, and will have the right to participate in the defense of any such claim at its expense.
14. Limitation Of Liability. To the maximum extent permitted by applicable law, the ARMS Parties are not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages arising from or in connection with this Agreement or your use of or access to the Portal or any Services or Products. Nothing in this Agreement is intended to limit or exclude the ARMS Parties from liability that cannot be excluded or limited by applicable law. Subject to the foregoing, in no event will the ARMS Parties be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any consequential, indirect, special, punitive, exemplary, or incidental damages (including damages for lost profits and business failure or loss), whether direct or indirect, arising out of this Agreement or any use of or access to the Portal or any Services or Products whether or not the ARMS Parties have been advised of the possibility of such damages. Subject to the foregoing, the entire liability of the ARMS Parties, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to and may not exceed the fees paid to ARMS by you or on your behalf under this Agreement (if any) in the 3 month period prior to your claim for damages.
For the UK/EU countries (only): To the maximum extent permitted by applicable law, the ARMS Parties are not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any damages arising from or in connection with this Agreement or your use of or access to the Portal or any Services or Products. Nothing in this Agreement is intended to limit or exclude the ARMS Parties from liability that cannot be excluded or limited by applicable law, including death or personal injury arising out of negligence. Subject to the foregoing, in no event will the ARMS Parties be liable, whether in contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, or otherwise, for: (1) any consequential, indirect, special, punitive, exemplary, or incidental damages or losses whatsoever; or (2) any lost profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any such types of loss or damage are direct, indirect or consequential), arising out of this Agreement or any use of or access to the Portal or any Services or Products whether or not the ARMS Parties have been advised of the possibility of such damages. Subject to the foregoing, the entire liability of the ARMS Parties, whether in contract, misrepresentation (whether tortious or statutory), tort (including but not limited negligence), breach of statutory duty, or otherwise, is limited to and may not exceed the fees paid to ARMS by you or on your behalf under this Agreement (if any) in the 3 month period prior to your claim for damages.
15. Confidentiality.
(a) “Confidential
Information” means all financial, business, operational, marketing or
technical information disclosed by or for a party in relation to this Agreement
whether disclosed in tangible, written, oral or electronic form, that is of a
nature that should reasonably be considered to be confidential and proprietary.
Without limitation: (1) the Services, Products, ARMS Property and all pricing
information are ARMS’s Confidential Information; and (2) all Company Data are your
Confidential Information. Confidential Information expressly excludes any
information to the extent that a recipient can demonstrate such information is:
(1) already known by it prior to receipt from the disclosing party without
restriction; (2) rightfully furnished to it without restriction by a third
party not in breach of any obligation to the disclosing party; (3) generally
available to the public without breach of this Agreement; or (4) independently
developed by the recipient without reference to or use of any of the disclosing
party’s Confidential Information.
(b) Confidentiality. Except
for the specific rights expressly granted by this Agreement, the receiving
party shall not use, copy or disclose any of the disclosing party’s
Confidential Information without disclosing party’s prior written consent. The
receiving party shall use the disclosing party’s Confidential Information
solely for the purpose of exercising its rights and performing its obligations
hereunder. The receiving party shall only disclose Confidential Information to
its employees, contractors and agents (“Representatives”) who have a
need to know for the purposes of this Agreement and are bound by substantially
similar confidentiality obligations and shall use reasonable care to safeguard
the disclosing party’s Confidential Information. Each party shall be
responsible for any breach of confidentiality by its Representatives, as
applicable. Each party may disclose the general nature, but not the specific
terms, of this Agreement without the prior consent of the other party;
provided, however, that either party may provide a copy of this Agreement or
otherwise disclose its terms on a confidential basis in connection with any
financing transaction or due diligence inquiry.
(c)
Compelled Disclosure. Nothing herein
shall prevent a party from disclosing this Agreement or any of the other’s
Confidential Information as necessary pursuant to any court order or any legal,
regulatory, law enforcement or similar requirement or investigation; provided,
prior to any such disclosure, the receiving party shall use reasonable efforts
to: (1) promptly notify the disclosing party in writing of such requirement to
disclose and; (2) cooperate with the disclosing party in protecting against or
minimizing any such disclosure or obtaining a protective order.
16. Relationship. The parties are independent contractors, and nothing in this Agreement can be construed as creating an employer-employee relationship, partnership, or joint venture between the parties. Neither party is an agent of the other party and neither party is authorized to make any representation, contract, or commitment on behalf of the other party.
18. Injunction. To the maximum extent permitted by applicable law, you acknowledge and agree that in the event of your breach or default, threatened or otherwise, of this Agreement, damages alone would be insufficient to compensate ARMS. Consequently, in the event of your breach or default, or any threat of such breach or default, ARMS may be entitled to temporary or permanent injunctive relief, specific performance, and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies are not the exclusive remedies for violation of the terms of this Agreement, but are in addition to all other remedies available at law or in equity.
19. Claims Of Infringement. ARMS 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 Portal without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to: Intellectual Property Manager, Intellectual Property Questions, 600 Corporate Park Drive, St. Louis, Missouri 63105. Please provide the following information to ARMS’s Copyright Infringement Agent: (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.
20. Disputes. A. MANDATORY ARBITRATION AGREEMENT (US/CANADA COUNTRIES ONLY): To the maximum extent permitted by applicable law, ARMS AND YOU EACH WAIVE THEIR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION PURSUANT TO THE FOLLOWING TERMS. ARMS AND YOU AGREE TO ARBITRATE ANY AND ALL CLAIMS, CONTROVERSIES OR DISPUTES OF ANY KIND (“CLAIMS”) AGAINST EACH OTHER, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ARMS’S PRODUCTS AND SERVICES, CHARGES, OR ADVERTISING. ARMS AND YOU AGREE THAT NO CLAIMS WILL BE ASSERTED IN ANY REPRESENTATIVE CAPACITY ON A CLASS-WIDE OR COLLECTIVE BASIS, THAT NO ARBITRATION FORUM WILL HAVE JURISDICTION TO DECIDE ANY CLAIMS ON A CLASS-WIDE OR COLLECTIVE BASIS, AND THAT NO RULES FOR CLASS-WIDE OR COLLECTIVE ARBITRATION WILL APPLY. This Arbitration Agreement is to be broadly interpreted and applies to all claims based in contract, tort, statute, or any other legal theory; all claims that arose prior to or after termination of the this User Agreement; all claims you may bring against ARMS’s employees, agents, affiliates or representatives; and all claims that ARMS my bring against you. However, the parties agree that either party may bring an individual action in a small claims court with valid jurisdiction.
(1) Procedure. A party must send a written Notice of Dispute (“Notice”) describing: (i) the nature and basis of the claim; and (ii) the relief sought, to the other party. The Notice to ARMS should be addressed to: CT Corporation, 208 S LaSalle, Suite 814, Chicago, IL 60604 (“Notice Address”). If ARMS and you do not resolve the claim within 30 days after the Notice is received, a party may commence an arbitration by filing a demand for arbitration with the American Arbitration Association (“AAA”) pursuant to its International Arbitration Rules. Claims will be resolved pursuant to the AAA’s International Arbitration Rules in effect at the time of the demand, as modified by this agreement, however, a single arbitrator will be selected according to AAA’s International Arbitration Rules. The AAA rules are available online at www.adr.org. The arbitration will be confidential and hearings will take place in St. Louis, Missouri.
(2) Arbitrator’s Authority: The arbitrator is bound by this Agreement, the Federal Arbitration Act (“FAA”) and AAA’s International Arbitration Rules. The arbitrator has no authority to join or consolidate claims, or adjudicate joined and consolidated claims. The arbitrator has exclusive authority to resolve any dispute relating to the scope, interpretation, applicability, enforceability or formation of this agreement, including whether it is void. The parties agree that the arbitrator’s decision and award will be final and binding and may be confirmed or challenged in any court with jurisdiction as permitted under the FAA. The arbitrator can award the same damages and relief as a court, but only in favor of an individual party and for a party’s individual claim.
(3) Arbitration Costs: You will be responsible for his/her share of any arbitration fees (e.g. filing, administrative, etc.), but only up to the amount of filing fees you would incur if the claims were filed in court. ARMS will be responsible for all additional arbitration fees. You are responsible for all other costs/fees that it incurs in arbitration, e.g. fees for attorneys, expert witnesses, etc. You will not be required to reimburse ARMS for any fees unless the arbitrator finds that the substance of your claim(s) or the relief sought is frivolous. If the arbitrator makes such a finding, AAA Rules will govern the payment of all fees, and ARMS may seek reasonable attorney’s fees. ARMS will pay all fees and costs it is required by law to pay.
(5) Governing Law and Enforcement: The FAA applies to this Arbitration Agreement and governs whether a claim is subject to arbitration. This Arbitration Agreement was drafted in compliance with applicable law, however, if any portion of it is deemed to be invalid or unenforceable or is found not to apply to a claim, the remainder of the Arbitration Agreement remains in full force and effect. Except, if the class-arbitration waiver provision is deemed unenforceable, any class action claim(s) must proceed in a court of competent jurisdiction as described in Subsection B, below.
B. Choice of Law/Venue. This Agreement, and any dispute or claim arising out of or in connection with it (including any dispute or claim relating to non-contractual obligations), is governed by the laws of: (1) the United States of America and of the State of New York or; (2) England and Wales for the UK/EU countries. You and ARMS agree that any action regarding a claim not subject to binding arbitration must be brought in: (1) the federal or state courts located in New York, New York; or (2) the courts of England and Wales (for the UK/EU countries only), which have exclusive jurisdiction to resolve any disputes or claims arising under this Agreement (including any non-contractual disputes or claims).
21. Miscellaneous. This Agreement supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of the Agreement. All rights and remedies hereunder are cumulative with all other rights and remedies herein or otherwise available under applicable law. Each party acknowledges and agrees that in entering into this Agreement, it does not rely on any representation, warranty, or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement (together "Statements"), other than as expressly set out in this Agreement. Each party waives all rights and remedies which might otherwise be available to it in relation to such Statements, but for the foregoing sentence. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns. A person who is not a party to this Agreement may not enforce any of its provisions under any applicable law. You may not assign or otherwise transfer this Agreement or your rights or obligations under this Agreement, whether by operation or law or otherwise, without ARMS’s prior written consent. ARMS may assign or transfer this Agreement or any rights or obligations under this Agreement at its sole discretion. The waiver of a breach of any provision of this Agreement does not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. This Agreement is in the English language only, which language is controlling in all respects. As used in this Agreement, the words “include,” “includes” and “including” mean, in each case, “without limitation.”