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Effective [October 16, 2023]
These Terms are a binding agreement. If you use the Service or click accept or agree to these Terms if presented to you in a user interface for the Service, this will serve as your acceptance of and agreement to these Terms in full. If you do not agree to all of these terms, you are not authorized to use the Service and you must promptly cease using it.
By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described below. Any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or any additional terms, whether heretofore or hereafter arising (collectively, a “Dispute”), except for any controversy, allegation, or claim that arises out of or relates to our actual or alleged intellectual property rights (an “Excluded Dispute”), shall be finally resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration provisions will remain in force.
1. Your Access to the Service
- Internet Access. When using the Service via mobile, laptop, desktop, or other device (the “Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for the Device through a Wi-Fi or LTE data communication network and (ii) any Internet connection and telecommunications fees and charges that you incur.
- The Device. Exxat is not responsible for the operation of the Device. You are responsible for ensuring the system functions of the Device are in working order when accessing the Service, including, but not limited to screen display operation features of the Device.
- No Guarantee. Your access to the Service may be suspended temporarily and without notice (i) in the event of system failure, (ii) for maintenance or repair, (iii) where we reasonably suspect there has been a breach of these Terms, (iv) for reasons reasonably beyond our control, or (v) as otherwise explained in these Terms.
2. Permitted Use and Restrictions
- License Grant. Subject to these Terms, Exxat hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Service (including updates and upgrades that we provide in our discretion to replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for use on a Device that you own or control. We reserve all other rights, which are not granted in these Terms.
- Use Restrictions. You may not access or use the Service in any way that is not expressly permitted by these Terms. You may not: (i) cause, permit or authorize the modification, copy, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Service; (ii) sell, assign, rent, lease, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity; or (iii) use the Service for any unlawful, prohibited, abnormal or unusual activity as determined by Exxat in its sole discretion.
- Eligibility. In order to access and use the Service or register an account you must be an individual at least 18 years of age and able to enter into legally binding contracts.
- Investigations. We may, but are not obligated to, monitor or review the Service at any time. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use and access to the Service pursuant to Section 17 (Termination) below.
- Violation of these Terms. You must not use (or permit a third-party to use) the Service: (i) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system used by the Service; (ii) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (iii) to collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service; (iv) via use of a robot, spider, or other automated device to monitor or copy the Service or any information provided by the Service; (v) to send, knowingly receive, upload, download, use, or re-use any material which does not comply with these Terms; or (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam). You acknowledge and agree that you are solely responsible, and Exxat has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.
4. Terms Applicable to Students
- This section applies to users who access the Service as a student (“Student User”).
- Student Accounts. Student User accounts and the level of access will be created at the request of your school’s administrator (the “Admin”). Admins may use Student User accounts to contact you, request documentation and/or otherwise manage your health science education. You agree to provide true and correct information in connection with your account. You further acknowledge that by using the Service you may receive communications from your Admin or education program.
- Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account passwords. You agree to notify Exxat immediately if you become aware of any unauthorized use of your password or your account.
- Account Sharing or Transfers. Accounts are registered to individuals personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share accounts with, or disclose account passwords to, anyone else.
5. Terms Applicable to Admins
- This section applies to users who use the Service as an Admin.
- Admin Accounts. To use the Service as an Admin, you must be at least 18 years old and create an Admin account. To create an Admin account, you must provide us with a username, password, and certain other information about yourself. You are solely responsible for the information associated with your account and anything that happens related to your account. You agree to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete.
- Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account passwords. You agree to notify Exxat immediately if you become aware of any unauthorized use of your password or account.
- Account Sharing or Transfers. Accounts are registered to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose your password to, anyone else.
- Account Termination. Exxat may terminate your account at any time for any reason or no reason, including if: (i) Exxat determines that you are (A) in breach of or otherwise acting inconsistently with these Terms or (B) engaging in fraudulent or illegal activities or other conduct that may result in liability to Exxat; (ii) Exxat determines it is required by law to terminate your account; or (iii) Exxat decides to stop providing the Service or critical portions of the Service. When terminating your account, Exxat may delete the account and the information in it. You have no ownership rights to your account.
6. APPROVE Subscription Plans and PRISM Plans
- Plans. Exxat offers a subscription plan for its APPROVE service (the “APPROVE Plan”), and a one-time payment for access to its PRISM service (the “PRISM Plan”) (collectively the “Exxat Plans”). In some cases, a Student User’s school program will pay the Exxat Plans fees. You are responsible for communicating with your school about the Exxat Plans.
- If a school program, on behalf of a Student User, or Student User purchases an APPROVE Plan, the purchaser will be charged the subscription fee, plus any applicable taxes and other charges (“Subscription Fee”) at the beginning of the APPROVE Plan and annually thereafter. All amounts are quoted in and must be paid in U.S. Dollars.
- If a school program, on behalf of the Student User, or Student User purchases a PRISM Plan, the purchaser will be charged a one-time payment, plus any applicable taxes and other charges (“PRISM Fee”). All amounts are quoted in and must be paid in U.S. Dollars.
- Payment Method. Subscription Fees and PRISM Fees are received by one or more third-party payment providers (each, a “Payment Provider”). You may be required to create a payment account with one or more of the Payment Providers and you agree to provide true, accurate, current, and complete information as required by any Payment Provider form and maintain and update such information to keep it true, accurate, current, and complete. You may also be required to enter into one or more agreements with the Payment Providers. Exxat is not a party to any Payment Provider agreement and will not be liable or responsible for the payment services provided by the Payment Provider. To enroll in an Exxat Plan, you must provide a current, valid method of payment acceptable to Exxat and the Payment Provider (“Payment Method”). You authorize us and the Payment Provider to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment. You remain responsible for any uncollected amounts. If a payment is not successfully settled—for example, due to expiration of a credit card, insufficient funds, or otherwise—we may suspend the Exxat Plans until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees. Check with your Payment Method service provider for details.
WHEN YOU ENROLL IN AN EXXAT PLAN, WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD (AS DESCRIBED BELOW). SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT TO TERMINATE YOUR AUTHORIZATION OR TO CHANGE YOUR PAYMENT METHOD OR SUBSCRIPTION PLAN.
- Updating Your Payment Method. Your can update your Payment Method by logging into your account, navigating to the profile settings page, and selecting add or edit payment method. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
- Renewal. Your APPROVE Plan will renew automatically at the end of the applicable annual subscription period until you cancel. Renewal rates are subject to change, but you will be notified of any change in your rate and be provided with the option to cancel in accordance with these Terms.
- Cancellation. You may cancel your Exxat Plan at any time. To cancel, visit your profile page and select the option to cancel your subscription, or contact us at firstname.lastname@example.org. You will continue to have access to the Service through the end of your billing period.
- Changes to the Exxat Plans or Price. We reserve the right to change Exxat Plans or adjust pricing for Exxat Plans in any manner and at any time as we may determine in our sole discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your APPROVE Plan will take effect in the next subscription cycle after notice to you.
- No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used APPROVE Plan periods. Following any cancellation, however, you will continue to have access to the Service through the end of your current billing period. At any time, and for any reason, we will provide a refund, discount, or other considerations to some or all of our users. The amount and form of such refunds, discounts, or other considerations, and the decision to provide them, are at our sole discretion. The provision of refunds, discounts, or other consideration in one instance does not entitle you to refunds, discounts, or other considerations in the future for similar instances, nor does it obligate us to provide refunds, discounts, or other considerations in the future, under any circumstance.
- The Services is available to users in the United States. If you choose to access the Service from a location outside the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
8. Submitted Content
- Exxat allows Admins to submit their program requirements, syllabi, student evaluations and other required documents for their accreditation program. Exxat also allows Admins to request required documentation from their Student Users.
- Exxat is not the source of, does not verify or endorse, and takes no responsibility for the content of communications or any material submitted or made available through the Service via any function that allows a user to share content with the Service (the “Submitted Content”). You acknowledge that your Submitted Content is your sole responsibility. You agree that, under no circumstances, will Exxat be liable in any way for any Submitted Content, including, but not limited to, any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service.
9. Idea Submissions
- We welcome feedback from our users and appreciate your comments regarding our Service. However, our company policy does not permit us to accept or consider ideas, suggestions, proposals, or materials (“Submissions”) that we have not specifically requested. Please do not send us any Submissions. This policy is intended to help us, and our customers avoid future misunderstandings when new products or services developed internally by our employees might be similar or even identical to a customer’s idea.
10. Intellectual Property Rights
- Trademarks. The Exxat name and logo are trademarks and service marks of Exxat. You do not have the right to use any of our trademarks, service marks, or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.
- Ownership. Except for your Submitted Content, you acknowledge that all intellectual property rights in the Service, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, Submitted Content belonging to other users, and all other content in the Service and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Exxat, and are protected by intellectual property laws. Except for your Submitted Content, you acknowledge and agree that Exxat, and/or its licensors, own all rights, title, and interest in and to the Service, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Exxat has designated as confidential, and you agree not to disclose such information without Exxat’s prior written consent. Nothing posted on the Service grants a license to any Exxat trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read on the Service is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Exxat. When accessing the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.
11. Third-Party Sites and Services
- The Service may contain links to or allow you to share content directly with other third-party websites (“Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk.
- These links are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites, and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms.
12. Notice for California Residents
- Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd. Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.
13. Notice for New Jersey Residents
- If you are a consumer residing in New Jersey, the following provisions of this TOS Agreement do not apply to you: Section 15 (Warranty Disclaimer), Section 16 (Limitation of Liability), and the California governing law provision of Section 19 (Governing Law) (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
- You agree to indemnify and hold us and our affiliates, and their respective business partners, licensees, licensors, officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs), arising out of or in connection with: (a) your use of the Service; (b) your breach or violation of any of these Terms; or (c) your violation of the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.
15. Warranty Disclaimer
- WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SERVICE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content included on the Service is accurate, complete, or up to date.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SERVICE (INCLUDING OUR PRODUCTS) WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SERVICE (INCLUDING OUR PRODUCTS) AND ALL INFORMATION AND CONTENT INCLUDED IN THE SERVICE.
- No information or advice obtained through the Service, or affirmation by us, by words or actions, shall constitute a warranty.
- Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
16. Limitation of Liability
- IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE (INCLUDING OUR PRODUCTS)) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SERVICE (INCLUDING OUR PRODUCTS) OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF EXXAT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Your sole remedy for dissatisfaction with the Service including, without limitation, content offered on the Service, is to stop using the Service. Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Service or any links on the Service, as well as by reason of any information or advice received through or advertised in connection with the Service or any links on the Service. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Service.
- In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Service or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, the greater of: (i) the total amount paid for services purchased through the Service in the preceding 30 days, or (ii) One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Service must be brought within one year after such claim or cause of action arises or be forever barred.
- THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EXXAT’s LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON EXXAT’S GOVERNING LAW PROVISION SET FORTH BELOW.
- IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
- We may terminate these Terms and/or terminate your permission to use the Service immediately, without prior notice or liability, if (i) you commit any breach of these Terms, (ii) we discontinue the Service, or (iii) we are prevented from providing the Service for any reason.
- Furthermore, we reserve the right to change, edit, suspend, delete, and/or cancel any part of the Service and/or your access to it at any time with or without notice to you: (i) if required by law, or (ii) due to an event beyond our control.
- On termination of these Terms for any reason: (i) all rights granted to you under these Terms will cease immediately, (ii) you must immediately cease all activities authorized by these Terms (including your use of the Service), and (iii) you acknowledge that we may restrict your access to the Service. Sections 3, 10, and 14–21 will survive any termination or expiration of these Terms.
18. Communication Between Us
- If you wish to contact us in writing, or if any condition in these Terms require you to give us notice in writing, you can send this to us as indicated in Section 23 (Contact Information) at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.
19. Governing Law
- These Terms and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of California in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of California or any other jurisdiction). You and Exxat agree that, except as otherwise provided below, the state and federal courts located in the County and City of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms or your use of the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Exxat shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
20. Dispute Resolution
- Concerns. Most user concerns can be resolved quickly by contacting us at the contact details in Section 23 (Contact Information).
- Arbitration Procedures. In the event your concern cannot be resolved informally, you and Exxat agree that, except as provided in Section 20(e) below, all Disputes, (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in Section 20 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail.
Except as otherwise set forth in Section 20(e) below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Exxat will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (i) you and Exxat may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
- Location. The arbitration will take place in the County and City of Los Angeles, California unless the parties agree to video, phone, or internet connection appearances.
- Limitations. You and Exxat agree that any arbitration shall be limited to the Claim between Exxat and you individually. YOU AND EXXAT AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
- Exceptions to Arbitration. You and Exxat agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
- Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
- Severability. You and Exxat agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 20(e)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 20(e) is found to be illegal or unenforceable then neither you nor Exxat will elect to arbitrate any Claim falling within that portion of Section 20(e) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County and City of Los Angeles, California, United States of America, and you and Exxat agree to submit to the personal jurisdiction of that court.
21. Other Important Terms
- Assignment. The rights granted to you under these Terms may not be assigned without Exxat’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
- Severability. Except as otherwise provided in Section 20(g), if any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.
- Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 20(f), the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.
- No Waiver. Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Exxat of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.
- Equitable Remedies. You acknowledge and agree that Exxat would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
- Entire Agreement. These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and Exxat with respect to the Service and supersedes any and all prior agreements between you and Exxat relating to the Service.
- Transfer. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or our obligations under these Terms.
22. Changes to These Terms
- We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Service (we may also email you about any material changes to these Terms). We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.
23. Contact Information
- If you have any questions or comments relating to the Service or these Terms, please contact us at email@example.com.