FundLatinos Terms and Conditions
Effective as of July 6, 2016
By using the FundLatinos site, you agree to the terms and conditions described on this page. While many of our terms and conditions need to be expressed legally, we’ve done our best to simplify the explanations. If you have questions, feel free to contact email@example.com at any time. If you do not agree to all of these terms, do not use the services of this site.
In the T&C, we refer to online crowd based fundraisers as “Campaigns.” Individuals that create and manage Campaigns on our Site are referred to as “Campaign Owners.” Those who contribute funds to campaigns we refer to as “Donors” and to the funds they contribute as “Donations.”
Non-profits, companies and other entities and organizations are commonly referred to as “Organizations.” Charitable organizations or entities such as 501c3s and 501c4s that use our Site to create Campaigns are referred to as “Charitable Partners.” Other organizations or entities that are not tax exempt that use our Site to raise fund for Campaigns are referred to as “Non-Charitable Partners.”
Campaign Owners, Donors, and any other visitor to the Site or Services are referred to collectively as “Users.”
What We Do – A Platform for Fundraising
FundLatinos and our Services provide a digital crowdfunding platform, or venue, for individuals and Organizations. The Services are an administrative platform only - connecting Campaigns and Campaign Owners to Donors. We facilitate the transaction between Campaign Owners and Donors, but FundLatinos is not a party to any agreement between a Campaign Owner and a Donor, or between any User and Organization. We are not a broker, financial institution, creditor or charitable institution.
Individuals and Organizations (both non-profit and for profit) can use the FundLatinos platform for crowd based fundraising. Whether the Campaign is created for an individual, group of individuals, or Organization, there will be an ultimate Campaign Owner. The Campaign Owner is a single individual. The Campaign Owner takes full responsibility of the Campaigns they create.
If you are under 13 years of age, you are not authorized to use FundLatinos or the Services. In addition, if you are under 18 years of age, but over 13 years of age, you may use the Services, but only with the approval of your parent or guardian – provided such parent or legal guardian also agrees to be bound by the T&C and agrees to be responsible for such use of the Services. If you are 18 years of age or older, you can use the Site and Services so long as you consent to and comply with our terms and conditions.
Modifications of Service
We reserve the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Campaign, Donation or the Services at any time for any reason without liability. Users suspended from using the Services are not eligible to use the Services.
When signing up to create Campaigns on FundLatinos, you will be asked to select an account type – either “individual” or “organization.” Either type of account may be used to raise funds, although you may only sign up for an account on behalf of an Organization if you have legal authority to bind that entity or organization, and by signing up an account on behalf of an Organization, you represent to us that you have such authority.
Individuals can sign up for FundLatinos and create Campaigns to raise funds for themselves, or other individuals, or groups of individuals. It is the Campaign Owner’s sole responsibility to assure the funds are used for the purpose(s) explained within the Campaign.
Individuals can sign up for FundLatinos on behalf of an Organization, and create Campaigns to raise funds for that Organization. When an individual signs up on behalf of an Organization, they are given an option to sign up as a Charitable Partner or a Non-Charitable Partner. If an organization qualifies as a Charitable Partner, FundLatinos will not apply any fees on Campaigns started on behalf of that Organization. FundLatino fees will be applied to Campaigns started on behalf of a Non-Charitable Partner. In either case, third party payment processing fees will apply.
Third Party Services – Sign-Up, Payment Processing, and Sharing
To create a Campaign and raise funds for an individual, a group of individuals, or for an Organization, FundLatinos requires you to sign up using third party services such as Facebook. By signing up through your personal, or Organization-related Facebook account, or any other third party service account, you are subject to the terms and conditions of that third party service. In order to provide the full use of our Services it may at times be necessary to exchange information with third party providers. We disclaim any responsibility or liability for acts or omissions of these third parties.
Certain aspects of our Services, outside of sign-up, may also require you to register with, and agree to the terms and conditions of, other third party services such as payment processors and social media platforms such as Facebook and Twitter. These third parties help us to deliver our Services. While we may help facilitate registration with such third parties, we disclaim any responsibility or liability for the performance by such third parties. We may exchange information with such third party services in order to facilitate the provision of Services.
Any dealings you have with third parties while using the Services are between you and the third party, and you agree that we are not liable for any loss or claim that you may have against any such third party.
Following login with Facebook, or any other third party services, we may collect certain information about you, the Campaign Owner, your Organization, and/or your Campaign and reasons for fundraising. You agree to provide only accurate and complete information in creating and managing your Campaigns – whether on your behalf or on behalf of other individual(s) or Organization(s). You are solely responsible for all Campaign descriptions, comments, video, images, information, data, music, photos, graphics, messages, and other materials (“content”) that you upload, post, publish, transmit, display or otherwise use via the Services.
As a Campaign Owner, you represent, warrant, and covenant that:
- All information provided within the Campaign is accurate, complete and not designed to mislead or deceive any Donor or User
- All Donations contributed to your Campaign will be used for the purpose(s) you describe in the Campaign
- You will comply with all relevant local, state, and federal laws applicable to you when you solicit funds
If you provide any information that is inaccurate, or if we have reasonable grounds to suspect that such information is inaccurate, FundLatinos may suspend or terminate your use of the Services and/or the Site and/or decline to permit your continued use and future access of the Site and/or the Services . We also reserve the right to provide information relating to your Campaign with Donors and beneficiaries of your Campaign, and with law enforcement or to assist in any investigation.
The following list contains examples of content within Campaigns that is illegal and/or strictly prohibited by FundLatinos. This list however is not exhaustive. We reserve the right to investigate anyone by any means we deem necessary, and to take appropriate action as we determine, against anyone who violates our T&C or spirit of our T&C, including, without limitation, removing offending content, suspending or terminating accounts of violators, halting payments to any Campaign, and/or freezing donated funds. Without limiting the foregoing, you agree to not use the Service to:
- Create any Campaign, or donate to any Campaign, with the implicit or express purpose relating to any of the following:
- any activity that violates any law or governmental regulation;
- content that is intentionally fraudulent, inaccurate or dishonest;
- weapons such as explosives, knives, firearms, and other accessories;
- gambling or gaming, including but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, and other ventures that facilitate gambling, games of skill or chance;
- illegal drugs, narcotics, controlled substances or other substances that present a health risk;
- human trafficking;
- the promotion of hate, violence, harassment, terrorism, or racial, ethnic, or gender bias or intolerance of any kind;
- pornography or other sexual content;
- offensive, graphic, perverse or sensitive content;
- the defense or support of anyone alleged to be involved in criminal activity;
- offering monetary rewards, including gift cards;
- annuities, investments, equity or lottery contracts, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), debt collection or crypto-currencies;
- activities involving countries, regions, governments, persons, or entities that are subject to U.S. economic sanctions, unless authorized by the Office of Foreign Assets Control, U.S. Department of the Treasury;
- transactions for the sale of items before the seller has control or possession of the item;
- collection of payments on behalf of merchants by payment processors or otherwise; or
- credit repair or debt settlement services.
- Upload content to the Site and Services that
- infringes any intellectual property or other proprietary rights of any party;
- you do not have a right to upload under any law or under contractual or fiduciary relationships;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- poses or creates a privacy or security risk to any person, constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; or
- in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose FundLatinos or its Users to any harm or liability of any type; or
- Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
- Harvest or collect email addresses or other contact information of other users from the Services by electronic or other means.
Campaign, Site and Service Promotion
In connection with the operation of the Site and Services, we may take actions to promote Campaigns and the Site and Services, including:
- making Campaigns accessible across other sites including those of medial and community partners
- using Campaign content for promotional purposes via mobile, web and other advertising
- using Campaign success stories for the promotion of the FundLatino Service
- sending follow-up emails to Campaign Owners and Donors
All fees are deducted directly from each Donation, and are reflected in the amount which a Campaign Owner can withdraw from the Campaign. FundLatinos reserves the right to change its fees, but will provide at least a 30-day notice of the change on the Site or in an email to you.
There are no up-front fees charged to any Campaign Owner by FundLatinos.
For Campaigns created by individuals on behalf of individual(s), FundLatinos charges and retains a flat percentage – 5% of each Donation contributed to the Campaign. An additional payment processing fee of $.30 + 2.9% is also deducted from each Donation and is payable directly to our third party payment processor, WePay.
Charitable Partner Campaigns
FundLatinos does not take any fees on Campaigns for Charitable Partners. Campaigns for Charitable Partners are however still subject to the payment processing fee of $.30 + 2.9%, which is deducted from each Donation and is payable directly to our third party payment processor, WePay.
To take advantage of the waived fee offer for Charitable Organization Campaigns, the Campaign Owner must provide the EIN of the Charitable Organization during the sign up process. The Campaign Owner must be specifically authorized to raise money on behalf of the Organization, and we retain the right to require additional information and documentation relating to the tax-exempt status of the Charitable Organization.
Non-Charitable Partner Campaigns
For Campaigns created by Non-Charitable Partners, FundLatinos charges and retains a flat percentage – 5% of each Donation. An additional payment processing fee of $.30 + 2.9% is also deducted from each Donation, and is payable directly to our third party payment processor, WePay.
See WePay Terms & Conditions.
Additional Terms for Campaigns
By raising funds through the Site and Services, you represent and warrant that: (a) you are raising money for a cause or activity that is legal under all applicable federal, state, provincial, territorial and local laws and regulations; and (b) you will use all donated funds solely for the purpose you have stated on the Site, and under no circumstances may you use the funds for any other purpose.
Additionally, if you are raising funds for a 501(c)(3) non-profit organization or registered Charitable Organization through the site, you agree to comply with all applicable state and provincial solicitation and/or fundraising laws, and you represent and warrant that such Charity: (i) has and will maintain tax-exempt status under section 501(c)(3) of the Internal Revenue Code or has and will maintain status as a registered charity under section 149(1) of the Income Tax Act (Canada); and (ii) has authorized you to raise money on its behalf through the site.
If you are raising funds for another purpose, as may be permitted under these T&C, you represent and warrant that you can meet all user eligibility requirements for the services. For residents of the U.S. this includes having a social security number or an EIN and a U.S. bank account.
Donations will be deposited directly into the Campaign Owner’s WePay account, less all applicable fees. The Campaign Owner may withdraw funds from the Campaign at any time up to the full amount of all Donations credited to the Campaign, less fees and any previously withdrawn amounts (“Withdrawals”) and subject to any holds that we may place on the Campaign.
A Campaign Owner may withdraw funds by electronic wire transfer to a bank account or by receipt of a paper check in certain cases. We attempt to make Withdrawals available in a timely manner, but cannot guarantee funds will be available within any specific time frame. We expressly disclaim any and all responsibility for any delay or inability to access and use Withdrawals at any specified time, and any consequences arising from such delay or inability. The Campaign Owner is solely responsible for ensuring that the information they provide to FundLatinos, or the payment processor, including bank account information, is accurate and up to date.
Terms for Donors
Donors acknowledge that by contributing a Donation to a Campaign, the Donor agrees to any and all applicable terms and conditions set forth by the applicable third party payment processors, in addition to these T&C.
All Donations are made at your own risk. We do not control the content or information provided by Campaign Owners, and disclaim all liability in this regard. Donors must make the final determination as to the value and appropriateness of contributing to any Campaign. When you donate to a given Campaign, make certain you understand how the money will be used. When donating, only donate to those people or organizations you feel comfortable donating to or know and trust. We do not warrant that funds will be used for any particular purpose and are not responsible for any misuse of the funds by the beneficiary.
While we do not have obligation to verify use of Donations by a Campaign Owner, we take fraud very seriously. If you come across a Campaign and have reason to believe the Campaign Owner is not using the Donations for the purposes stated in said Campaign, please contact our Customer Service department by sending an email to firstname.lastname@example.org
No Gift Restrictions
Donors are not allowed to impose any restrictions to the beneficiary on the use of funds donated. To the extent that a donation is made in response to an appeal for a particular program of a beneficiary, or to the extent that a Donor purports to direct the use of donated funds by a beneficiary, any such directions shall constitute non-binding recommendations only and the beneficiary shall have full discretion to determine how all donated funds will be used.
By donating money through the Site and Services, you represent and warrant that any donation that is made by you is legal in your jurisdiction and that you are authorized to use the payment method you have selected. Every donor agrees and acknowledges that: (i) all donations to Charitable Partners are made as unrestricted gifts and may not be restricted to any particular purpose; (ii) designated donation and registration amounts and fees will be charged to the credit or debit card or other payment method you use through FundLatinos payment processor, Wepay; and (iii) all Donations are final and non-refundable.
We make no representation as to whether all or any portion of your Donations, including, if any, transaction fees, are tax deductible or eligible for tax credits. As a general rule, Campaigns are not charities to which you can make tax-deductible charitable contributions. However, if you are donating directly to a Campaign that directly benefits a Charitable Partner, your donations may be eligible for a tax deduction. FundLatinos suggests that you consult that Charitable Partner and your tax advisor. Any tax receipt would come directly from the Charitable Partner.
We have no liability for any claim by any federal, state, provincial, territory, local or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any FundLatinos user or any Organization.
FundLatinos, or third parties that work with FundLatinos to enable certain Services, may require certain information from Donors. FundLatinos may use your contact information to contact you by email.
Intellectual Property Rights
Services Content, Software and Trademarks
All Users acknowledge that our Services may contain content features (“Services Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. You agree not to modify, copy, scrape, frame, lease, rent, sell, loan, distribute or create related or derivative works based on the Services or the Services Content. The foregoing however does not apply to User Content that you have legally uploaded to the Services and the Site.
You agree and acknowledge that you will not use or engage in data mining, robots, scraping or other data gathering or extraction methods on our Site or Services. If we restrict or block you from the Site or Services (including by blocking your IP address), you agree not to attempt to circumvent such blocking. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The underlying technology and software for the Site and Services of FundLatinos is the property of FundLatinos, our affiliates and our partners (the “Software”). You agree not to modify, copy, or create a derivative work of, reverse engineer or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by FundLatinos.
The name and logos related to FundLatinos are our trademarks and service marks (collectively the "FundLatinos Trademarks"). There is nothing within these T&C or the Services that should be construed as granting, by implication, or otherwise, any license or right to use any of FundLatinos Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of FundLatinos Trademarks will inure to our exclusive benefit. Other product, company and service names and logos used within and via the Services may be trademarks or service marks of other parties, and their respective owners may or may not endorse or be affiliated with or connected to FundLatinos.
Third Party Material
We are not liable in any way for any content or materials of any third parties, including but not limited to the content within Campaigns and/or created by Campaign Owners. We are not responsible for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. We do not pre-screen any content, and you acknowledge that we do not pre-screen and that information on the Site does not necessarily reflect our views. We reserve the right to refuse or withdraw any content or materials within our Site and Services. Without limiting the foregoing, We will have the right to remove any content that violates these T&C or is deemed by us, in our sole discretion, to be otherwise objectionable.
User Content Uploaded to the Site
You represent and warrant that you, as a User, own all rights, title, and interest in and to, or otherwise have all necessary rights and consents to use all content, photos, trademarks, logos, images, brands and other materials you upload or post through the Services (“User Content”). By uploading User Content to the Services, you grant and will grand FundLatinos and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, perform, upload, distribute, store and otherwise use your User Content in connection with the operation of the Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
Without limiting the foregoing, as is related to User Content containing your name, image or likeness, you hereby release and hold harmless FundLatinos and its contractors and employees, from (i) any and all claims of privacy, publicity or libel, (ii) any liability or other claims by virtue of any distorting, blurring, altering, or other use or exploitation of your name, image or likeness, and (iii) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image or likeness. Through use of the Site and/or the Services, you waive your rights to approve or inspect any intermediary version(s) or finished version(s) of our use of your User Content, including your name, image or likeness. Further, if any person other than you shows up in your User Content, you represent and warrant that you have secured all appropriate licenses, waivers and releases from such person(s) for the benefit of FundLatinos. You acknowledge that your use of and participation in the Services and submission of User Content is completely voluntary and that you will not receive any compensation of any type associated with the licenses, waivers, and releases set forth herein (or FundLatinos's exploitation thereof), and that the sole consideration for subject matter of this agreement is the opportunity to use the Services.
Any questions, suggestions, ideas, feedback or comments that you provide FundLatinos about the Services are non-confidential and FundLatinos is entitled to the unrestricted use and dissemination of such submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
You acknowledge and agree that FundLatinos may keep and preserve any content provided by you, the User, and may also disclose any such content if required to do so by law or regulation, enforced by these T&C, in response to claims that any content violates the rights of third parties, or to protect the rights, property, or personal safety of FundLatinos, its Users or the public.
Use and Storage
You acknowledge that FundLatinos may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on FundLatinos's servers on your behalf. You agree that FundLatinos has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that FundLatinos reserves the right to terminate accounts or Campaigns that are inactive for an extended period of time, provided that FundLatinos will use its commercially reasonable efforts to provide a Campaign Owner with reasonable notice before terminating an inactive Campaign having a positive balance of Donations. You further acknowledge that FundLatinos reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
FundLatinos respects the intellectual property (“IP”) of others and ask that our users respect the IP of others. If you think that your work has been copied and in any way constitutes copyright infringement, or that your IP rights have been in another way violated, you should tell FundLatinos of your infringement claim by sending an email to email@example.com
When FundLatinos receives an infringement claim, we will process and investigate the notice of the alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable IP laws with respect to any alleged or actual infringement.
FundLatinos will terminate, in appropriate circumstances and at FundLatinos sole discretion, users who are deemed by FundLatinos to be repeat infringers. FundLatinos may limit access to the Site and Services and/or terminate Services for a particular account at any time, whether or not there is any repeat infringement.
Indemnity and Release
You agree to release, indemnify and hold FundLatinos and its affiliates and their employees, officers, agents and directors from any and all damages, losses or expenses – including attorney fees, rights, claims, actions of any kind and injury, including death, arising out of or relating to your use of the Services, any Campaign or Donation, any User Content, your connection to the Services, your violation of these T&C or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SITE AND SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FUNDLATINOS AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
FUNDLATINOS AND ITS AFFILIATES MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER FUNDLATINOS NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FUNDLATINOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE AND/OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE AND/OR THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR AS PART OF THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SITE AND/OR THE SERVICES. IN NO EVENT WILL OURTOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID FUNDLATINOS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICSE OR WITH THESE T&C, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES.
Dispute Resolution By Binding Arbitration
Most user concerns can be resolved by emailing FundLatinos support at support@FundLatinos.com. If our support team is unable to resolve the dispute, you and we each agree to resolve those disputes solely through binding arbitration, unless the matter can be resolved in small claims court. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
The arbitration will be conducted by the American Arbitration Association (AAA) under the rules applicable to the claim asserted, including but not limited to the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. FundLatinos will supply a printed copy of the rules upon a User’s request. Payment and reimbursement of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Boston, Massachusetts is the sole proper venue for arbitration; provided, however, that the arbitrator once selected shall have the authority to order the parties to arbitrate in a different venue for good cause shown, applying federal law for transferring venue on grounds of forum non conveniens. If, notwithstanding this arbitration agreement, a claim for any reason proceeds in court rather than in arbitration, the dispute shall be exclusively brought and heard in a court of competent jurisdiction located in the City of Boston, Massachusetts. Except as otherwise provided by law or the AAA’s rules, the prevailing party in any arbitration will be entitled to receive from the non-prevailing party all of its reasonable attorneys’ fees and costs. These T&C and the agreements evidenced thereby shall be governed by the laws of the State of Massachusetts with respect to its conflict of laws principles.
- In the event that one or more portions of these T&C shall, for any reason, be held to be unenforceable, the remaining portions will remain in full force and effect.
- The headings used within these T&C are solely for convenience of reference and are not to be used as an aid in the interpretation of these terms.
- If we fail to enforce any parts of these T&C, it will not be considered a waiver.
- These T&C do not confer any third party beneficiary rights.
- You are not permitted to assign or transfer any of your rights or responsibilities under these T&C to anyone without our express written consent.
- Wemay, at any time, assign our rights or delegate our obligations hereunder without notice to you in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- Nothing in these T&C shall prevent us from complying with the law.
- We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.