1. About Us; Your Acceptance of the Terms; General Overview
By using or visiting the website of Autotrophic Labs Inc. d/b/a HipLead, located at 720 York Street, Unit 108, San Francisco, California, 94110 ("HipLead") or any HipLead products, software, data feeds, and services provided to you on, from, or through the HipLead website and/or product (collectively the "Service") you signify your agreement to these terms and conditions (the "Terms of Service" or "Terms"). These Terms of Service constitute a legally binding agreement between you and HipLead. If you do not agree to any of these terms, then please do not use or access the Service.
Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version which is posted at http:/nametag.chat. HipLead may, in its sole discretion, modify or revise these Terms of Service and other policies at any time, and will notify you at the contact information you provided, after which you must affirmatively accept such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
PLEASE BE AWARE THAT SECTION 16 OF THIS TERMS OF SERVICE, BELOW, CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND HIPLEAD HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST HIPLEAD TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 16 OF THESE TERMS: (i) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST HIPLEAD ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION PROVISIONS SET FORTH IN SECTION 16 OF THESE TERMS COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING CLASS ACTION LITIGATION. PLEASE SEE SECTION 16 FOR MORE INFORMATION REGARDING THESE ARBITRATION PROVISIONS, INCLUDING THE ARBITRATION PROVISIONS' IMPACT ON THE PENDING CLASS LITIGATION AND HOW TO OPT OUT OF ARBITRATION. THE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. The Service includes all aspects of HipLead, including but not limited to all products, software, applications, and/or services offered via the HipLead website, if any. You'll be referred to throughout these Terms as a "User" or "Users." "Content" includes the text, software, scripts, media, graphics, photos, sounds, chat forum and features, music, videos, audiovisual combinations, interactive features, and other materials you may view on, access through, or contribute to the Service.
The Content is copyrighted under U.S. copyright and other and other laws by HipLead or its licensors, unless otherwise noted. You must abide by all copyright notices or restrictions contained in the Service. You may note delete any legal or proprietary notices in the Service. You acknowledge and agree that all proprietary rights in the Service are and will remain the exclusive property of HipLead (or its third party licensors as the case may be). This includes non-personally identifiable aggregate data collected by HipLead in connection with providing the Service, as well as usage statistics and traffic patterns, and any and all rights, title and interest to which are hereby assigned to HipLead by you. You further agree and acknowledge that HipLead may obtain publicly available information and data via third party websites and sources. Accordingly, you understand and agree that HipLead has no way to ensure the accuracy, completeness or quality of the Content sourced via such third parties and provided through the Service.
The Service may contain links to third party websites, services and/or display advertisements for third parties that are not owned or controlled by HipLead. HipLead has no control over, and to the fullest extent permitted by law, assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, HipLead will not and cannot review, censor, endorse or edit the content of any third-party site. Where the Service contains links to such third party websites, services or advertisements, these links are provided for your information and convenience only. You acknowledge and agree that your use of any third party websites, services and/or advertisements is at your own risk and that you should apply a suitable level of caution and discretion in accessing any such third party links. When you click on any third party links, the applicable third party's terms and policies apply, not these Terms of Service. To the fullest extent permitted by law, by using the Service, you expressly relieve HipLead from any and all liability arising from your use of any third-party website and/or from your use of or access to any third party Content made available through the Service, including without limitation, any Content made available or accessed through the data push feature of the Service and any interactions with other Users through the Service.
3. Notice and Communication
From time to time we may contact you to notify you about certain changes or additions to the Service, to notify you about any promotions or regarding your use of the Service. Where HipLead requires that you provide an e-mail address, you are responsible for providing HipLead with your most current e-mail address. In the event that the last e-mail address you provided to HipLead is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms of Service, HipLead's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to HipLead at the following address: 720 York Street, Unit 108, San Francisco, California, 94110. Such notice shall be deemed given when received by HipLead by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
4. Third Party Accounts
In order to access some features of the Service, you will have to create a Facebook or Google Account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure.
Although HipLead will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of HipLead or others due to such unauthorized use.
5. General Use of the Service-Permissions and Restrictions
HipLead hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:
- Except to the extent permitted by applicable law, you agree not to distribute, sell, translate, reproduce, reverse engineer or reverse compile or decompile, disassemble or make derivative works of, in any medium, any part of the Service or the Content without HipLead's prior written authorization, unless HipLead makes available the means for such distribution through functionality offered by the Service.
- You agree not to alter or modify any part of the Service.
- You agree not to access Content through any technology or means other than the pages of the Service itself or other explicitly authorized means HipLead may designate.
- You agree not to use the Service for any of the following commercial uses unless you obtain HipLead's prior written approval:
a) the sale of access to the Service;
b) the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
c) the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from HipLead appears on the same page and is of sufficient value to be the basis for such sales.
- Prohibited commercial uses do not include any use that HipLead expressly authorizes in writing.
- You agree not to interfere with or take action that results in any interference with or distribution of the Service or networks connected to the Service. You agree not to attempt to gain unauthorized access to other computer systems or networks connected to the Service. HipLead reserves all other rights. Except as expressly provided herein, nothing as a part of the Service will be construed as conferring any license under HipLead's and/or any third party's intellectual property rights.
- You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the HipLead servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, HipLead may grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. HipLead reserves the right to revoke these exceptions either generically or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.
- In your use of the Service, you will comply with all applicable laws.
- You agree not to use the Service for any illegal or fraudulent purposes, including without limitation, falsely representing yourself and/or your cause in order to receive donations from other Users.
You agree and acknowledge that HipLead reserves the right to discontinue or revoke any of the foregoing rights and/or your access to the Service, or any aspect of the Service, at any time and without prior notice, in HipLead's sole discretion.
6. Your Use of Content
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.
he Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to HipLead, subject to copyright and other intellectual property rights under the law.Content is provided to you on a strictly AS IS basis. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not download any Content unless you see a "download" or similar link displayed by HipLead on the Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of HipLead or the respective licensors of the Content. HipLead and its licensors reserve all rights not expressly granted in and to the Service and the Content.You agree not to circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
You understand that when using the Service, you will be exposed to Content from a variety of sources, including without limitation, through the chat forum feature of the Service, and that HipLead is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against HipLead with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless HipLead, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
7. Your Content and Conduct
As a HipLead account holder you may submit Content to the Service, including user information. You understand that HipLead does not guarantee any confidentiality with respect to any Content you submit.You shall be solely responsible for your own Content, including without limitation, any Content that you post using the chat feature of the Service, and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to HipLead all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.
For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to HipLead, you hereby grant HipLead a worldwide, non-exclusive, perpetual, royalty-free, sublicenseable and transferable right and license (including all moral rights) to use, reproduce, distribute, prepare derivative works of, display, derive revenue from, and perform the Content in connection with the Service and HipLead's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in media Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your media from the Service. You understand and agree, however, that HipLead may retain, but not display, distribute, or perform, server copies of your Content that has been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant HipLead all of the license rights granted herein.
You further agree that you will not submit to the Service any Content or other material that is contrary to existing laws and regulations, wherever that Content may be viewed or accessible.
HipLead does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and HipLead expressly disclaims any and all liability in connection with Content.
HipLead does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and HipLead will remove all Content if properly notified that such Content infringes on another's intellectual property rights.
HipLead reserves the right to remove Content without prior notice.
8. Account Termination Policy.
HipLead will terminate a User's access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer or in HipLead's sole discretion, HipLead determines that a User has breached or otherwise violated these Terms of Service.
HipLead reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, including, without limitation, pornography, obscenity, or excessive length. HipLead may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's account for submitting such material in violation of these Terms of Service.
Notwithstanding any other statement in these Terms of Service, you agree that HipLead has sole and absolute discretion to terminate your access to the Service at any time, for any reason, without consequence to HipLead.
9. Payment; Provision of Information to Payment Providers
10. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, HIPLEAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. HIPLEAD MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, NON-INFRINGEMENT OR COMPLETENESS OF THIS SERVICE'S CONTENT OR THE CONTENT OF ANY SERVICE LINKED TO THIS SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, (V) 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 CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. HIPLEAD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND/OR (VI) ANY LOSS OR DAMAGE RESULTING FROM ANY INTERACTION WITH OTHER USERS OF THE SERVICE, INCLUDING WITHOUT LIMITATION, THROUGH THE ORCHESTRATION OF INTERACTIONS WITH OTHER USERS OR THIRD PARTIES THROUGH THE SERVICE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, HIPLEAD WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE OR ANY OTHER THIRD PARTIES THAT YOU MAY CONNECT WITH VIA THE SERVICE. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
FINALLY, YOU UNDERSTAND AND AGREE THAT THE CONTENT YOU ACCESS VIA THE SERVICE IS SOURCED FROM PUBLICALLY AVAILABLE THIRD PARTY SOURCES, OF WHICH HIPLEAD HAS NO WAY OF MONITORING OR CONTROLLING. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE CONTENT YOU ACCESS THROUGH THE SERVICE AND THE SERVICE ITSELF, IS PROVIDED TO YOU ON A STRICTLY "AS-IS" BASIS WITH ALL FAULTS.
11. Limitation of Liability
EXCEPT AS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL HIPLEAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, OR THE FAILURE TO OBTAIN AND MAINTAIN ANY LICENSES IN OR TO SUCH CONTENT, INCLUDING WITHOUT LIMITATION ANY CONTENT SOURCED FROM A THIRD PARTY; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HIPLEAD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU SPECIFICALLY ACKNOWLEDGE THAT HIPLEAD SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (X) DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS; (Y) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (Z) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.
The Service is controlled and offered by HipLead from its facilities in the United States of America. HipLead makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless HipLead, its parent entity, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service and/or any Content accessed or provided through the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that your Content caused damage to a third party; and/or (v) your violation of any law or regulation. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
13. Ability to Accept Terms of Service
You affirm and represent and warrant that you are at least eighteen (18) years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by HipLead without restriction.
a) You agree that: (i) the Service shall be deemed solely based in the State of California; and (ii) except as otherwise prohibited by applicable law, the Service shall be deemed a passive offering that does not give rise to personal jurisdiction over HipLead, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and HipLead that arises in whole or in part from the Service shall be decided exclusively by binding arbitration as set forth in Section 16 below, such arbitration proceedings shall be located in San Francisco County, California. These Terms of Service, together with any other legal notices published by HipLead on the Service, shall constitute the entire agreement between you and HipLead concerning the Service. If any provision of these Terms of Service is deemed invalid, excessive, illegal or unenforceable by a court of competent jurisdiction, the offending provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect and the offending provision, to the extent possible, shall be modified as mutually agreed upon by the parties, and if unable to be modified, shall be deleted. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and HipLead's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. HipLead reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND HIPLEAD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
b) In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
16. Arbitration Agreement and Dispute Resolution.
Please read this Arbitration Agreement carefully. It is part of your contract with Haven Connect and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Scope of Arbitration Agreement ("Arbitration Agreement"). You acknowledge and agree that any dispute or claim relating in any way to your access or use of the Website or to any other aspect of your relationship with HipLead will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or HipLead may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose before this or any prior Agreement.
NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST HIPLEAD ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU.
THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED. BUT IF YOU AGREE TO ARBITRATION WITH HIPLEAD, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST HIPLEAD IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
a) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, [include name and address of registered agent here.] The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. Payment of all filing, administration, and arbitration fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, HipLead will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.
b) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and HipLead. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and HipLead.
c Waiver of Jury Trial. YOU AND HIPLEAD EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and HipLead are instead electing to have claims and disputes resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. In any litigation between you and HipLead over whether to vacate or enforce an arbitration award, you and HipLead waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.
d) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor HipLead is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in this Section 16 (Exclusive Venue) below.
e) Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor HipLead can force the other to arbitrate. To opt out, you must notify HipLead in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your HipLead username (if any), the email address you used to set up your HipLead account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: email@example.com and 720 York Street, Unit 108, San Francisco, California, 94110. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
f) Survival. This Arbitration Agreement will survive any termination of your relationship with HipLead.
g) Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and HipLead agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the applicable county within the State of California.