VERB ENERGY – TERMS OF SERVICE

Effective Date: August 6, 2020

Welcome to the Terms of Service (these “Terms”) of Verb Energy Inc. (“Verb Energy”, “we”, “our” or “us”). We provide a website, https://www.verbenergy.co/ (our “Site”), and a text-messaging based customer service program (our “Program”) that allow you to learn more about us, purchase our energy bars and other offerings (“Products”), enroll in our monthly subscription program (“Verb Flex”) and manage your purchases if you are enrolled in Verb Flex. In these Terms, our Site, Program, Verb Flex and any other apps, tools, content or offerings provided through our Site and our Program are referred to as our “Services”.

Please read these Terms and our Privacy Policy (which is incorporated into these Terms by reference) carefully and in their entirety. Together with any other policies provided by us and written agreements between you and us (TOGETHER, “AGREEMENTS”), these Terms set forth the legally binding terms and conditions that govern your use of our SERVICES AND YOUR ORDERS OF OUR PRODUCTS. BY USING OUR SERVICES OR OTHERWISE BUYING OUR PRODUCTS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND CONSENTED TO THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE NOT AUTHORIZED TO USE OUR SERVICES OR BUY OUR PRODUCTS.

If you agree to these Terms on behalf of another party, (a) your agreement to these Terms will be treated as the agreement of that other party, (b) you represent and warrant you have valid authority to bind that party to these Terms, and (c) “you” and “your” refer herein to that other party and to your personal use of our Services.

Note that Section 13 of these Terms contains a mandatory arbitration provision that requires each of us to use of binding arbitration on an individual basis and limits the remedies available to us in the event of certain disputes. By agreeing to these Terms, each of us is giving up our right to bring our disputes before a jury or as a member of class action.

We reserve the right to change these Terms at any time in our sole discretion. Amendments will be effective upon our providing notice of such updated Terms to you (a) by email sent to the email address you last provided to us, or (b) by text message sent to you through the Program using the telephone number you last provided to us. Your continued use of our Services after such notice constitutes your consent to be bound by these Terms as amended.

If you have a question about these Terms or our Services, you can contact us by emailing or sending us a text message to the following email address and phone number:

Email Address: [email protected]

Phone Number: 415-915-8372

1. USE OF OUR SERVICES

1.a. License Grant

Subject to and conditioned upon your compliance with these Terms (including the restrictions on use) and the terms of any Agreement to which you are a party, we grant you a limited, non-exclusive, personal, revocable, non-transferable, non-sublicensable license to visit and use our Site and leverage our Program to learn more about us and to order our Products for your personal, non-commercial use. Any rights not expressly granted herein or in your Agreement are reserved by us.

1.b. Restrictions on Use of our Services

You may not resell any of our Products, including without limitation through brokers, online sales platforms (like Amazon), exporters or physical stores. In the event we find you offering our Products for sale, you acknowledge and agree that we may require you to remove such offerings, including without limitation through other online service providers. You agree to, at your own expense, indemnify and hold us, our directors, officers, employees, contractors, suppliers and partners (“Verb Indemnitees”), harmless from any and all claims, losses, damages, liabilities, costs and expenses, including without limitation attorney’s fees, arising out of or relating to your reselling of our Products.

Regardless of how you use our Services, you shall not, and shall not permit others to do any of the following, except as expressly provided in an Agreement with us:

  • Use our Services in any manner that exceeds the scope of the above license grant;
  • Use our Services to purchase Products if you are not 18 years of age or older or the age of legal majority in your jurisdiction (if different than 18);
  • Distribute, rent, lease, lend, sublicense, transfer or make our Program or our other Services available to any third party or use our Services on a service bureau basis;
  • Use our Services in a manner, or take any other action, that would subject our Services, in whole or part, to “open source” terms that require it to be disclosed, distributed or otherwise made available in source code form or to be redistributable to third parties at no charge;
  • Resell our Products or incorporate any of our Products or Services into any other offerings;
  • Export our Products or Services;
  • Use our Products or Services for any unlawful purpose;
  • Provide untruthful or inaccurate information in connection with an order for our Products;
  • Abuse or manipulate any referral programs or promotions we offer;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, including to try to claim Products that are not yours;
  • Modify, translate, adapt, copy, reproduce or otherwise create derivative works of Our Content (as defined below), our Program or our Services;
  • Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of our Services (with specific reference to our Program) or our list of customers, users or vendors;
  • Remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from or contained on Site, Products or any other tools or materials provided in connection with our Services, including any copy thereof;
  • Upload, transmit or distribute to or through our Services any content or material that is harassing, abusive, tortious, threatening, invasive of another’s privacy, vulgar, defamatory, intentionally misleading, trade libelous or otherwise objectionable in our sole discretion;
  • Upload, transmit or distribute to or through our Services any computer viruses or any software intended to damage or alter a computer system or data;
  • Use software to send text messages to us through our Program; or
  • Use software or automated agents or scripts to generate automated searches, requests or queries to, or strip, scrape, or mine data from, our Site; provided that we grant the operators of public search engines revocable permission to use spider or crawler programs whose use is generally accepted in the industry to copy materials from our Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials on our Site, but not caches or archives of such materials.

We reserve the right to deny you permission to use our Services if we believe that you have violated or will violate these Terms. Additionally, we may, in our sole discretion, limit or cancel quantities or Products purchased per person. These restrictions may include Orders (as defined below) placed by or under the same account, the same credit card, and/or Orders that use the same billing and/or shipping address.

2. PURCHASING OUR PRODUCTS

You can purchase our Products through our Site or through our Program by sending us a text message (each such purchase, an “Order”). Our Site does not currently allow you to create a profile with us, and there is no part of our Site that is accessible only by users who have an account with us. Our Program allows you to communicate with a real person on our team via text 24/7.

OUR SERVICES FACILITATE DELIVERY OF OUR PRODUCTS. WE DO NOT PROVIDE ANY ACTUAL DELIVERY SERVICES.

2.a. Trial Pack and Verb Flex Signup

2.b. We offer an initial sample pack of our Products through our Site (the “Sample Pack”). When you sign up for the Sample Pack, we will send you the sample Products named on our Site at the time you sign up. WE WILL AUTOMATICALLY ENROLL YOU IN OUR VERB FLEX MONTHLY SUBSCRIPTION PLAN WHEN YOU ORDER THE SAMPLE PACK AND AGREE TO RECEIVE MORE PRODUCTS. After your Sample Pack is delivered, we will send you a text message using the telephone number you provided to us asking you to confirm details about your first shipment of Products through Verb Flex. If you do not wish to receive more Products or be enrolled in Verb Flex, you should let us know by sending a text message in response to our text message within two (2) days. You will be charged automatically for any Products you purchase through our Site or through Verb Flex at the prices posted on our Site. Verb Flex

Verb Flex is a monthly, recurring order plan administered through our Program that provides delivery of our Products to your door. If you are enrolled in Verb Flex, we will send you a text message each month 2 days before your scheduled monthly Order confirming the details of your Order before your shipment is made. You can text us back to change the details of each Order and future Orders before your Order is completed, like the types of Products you’d like, how many bags of Products, whether an Order should be rushed or sent to a new address or whether you will skip a month.

You can pause or cancel your enrollment in Verb Flex at any time by emailing us at [email protected] or by texting us at (415) 915-8372. For more information, see Section 2.4 below.

2.c. Automatic Renewal of Verb Flex

WHEN YOU ARE ENROLLED IN VERB FLEX, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) VERB (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A MONTHLY BASIS FOR THE PRICE OF YOUR CHOSEN PRODUCTS (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOU PURCHASE PRODUCTS THROUGH VERB FLEX, AND (B) YOUR ENROLLMENT IN VERB FLEX IS CONTINUOUS UNTIL YOU PAUSE OR CANCEL IT OR WE SUSPEND OR TERMINATE IT. INSTRUCTIONS FOR CANCELING VERB FLEX ARE DESCRIBED IN SECTION 2.4 BELOW. THE MONTHLY COSTS FOR PRODUCTS PURCHASED THROUGH VERB FLEX WILL BE CONSISTENT WITH PRICING AVAILABLE THROUGH OUR SITE AT THE TIME OF EACH PURCHASE. THE AMOUNT YOU ARE CHARGED MAY VARY DEPENDING ON THE PRODUCTS YOU PURCHASE.

2.d. Pause and Cancellation Policy

YOU MAY CANCEL YOUR ENROLLMENT IN VERB FLEX AT ANY TIME BY EMAILING OR TEXTING US THE FOLLOWING MESSAGE, OR ANY SIMILAR MESSAGE THAT INDICATES YOUR INTENTION TO CANCEL:

“Please cancel Verb Flex for the account linked to this email address or phone number linked to this email or text message (as applicable).

YOU MAY PAUSE YOUR ENROLLMENT IN VERB FLEX FOR ANY NUMBER OF MONTHS BY EMAILING OR TEXTING US AND INDICATING HOW LONG YOU WANT YOUR ENROLLMENT TO BE PAUSED.

YOU ARE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY ORDER PROCESSED PRIOR TO OUR RECEIPT OF YOUR PAUSE OR CANCELLATION MESSAGE.

2.e. Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third party payment processor) to charge your payment method for all charges you incur in connection with your Orders, including without limitation any applicable taxes and other charges. You are responsible for, and agree to pay, all such charges. If we or our third party payment processor cannot obtain authorization for charges to your payment method or if any amounts you authorize us to charge to your payment method are reversed or charged back for any reason, we may, at our option, in addition to any other remedies, (a) cancel or suspend any undelivered portion of your Orders, (b) make second and/or subsequent attempts to charge your payment method, and/or (c) use any other lawful means to collect payment on any outstanding amounts due to us. You will remain responsible to pay all applicable charges for all Orders. You agree to provide and keep current a valid payment method. However, your failure to do so shall not constitute cancellation of any Order. You can change or update your payment method at any time by texting us using the telephone number provided at the beginning of these Terms.

2.f. Pricing and Availability

All prices shown via the Services are in U.S. dollars. We will collect applicable sales tax on Products shipped to the states for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Any applicable taxes and other charges, if any, are additional. We reserve the right to change our Product offerings and our Services, and to adjust prices as we may determine in our sole discretion, at any time and without notice. We will not be able to notify you of changes in any applicable taxes prior to such changes becoming effective. We do not guarantee the availability of Products identified on our Site, and we reserve the right to refuse any Order if the applicable Products are not available.

2.g. Shipping and Delivery

You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time. We reserve the right to use shipping couriers of our choosing. Actual delivery dates may vary. We cannot guarantee delivery times or condition for Orders if the address is incorrectly entered, if a change of address is not updated prior to a new Order or if an address is altered while in transit. When placing your Order, please enter your shipping address carefully to ensure accuracy. If you enter the shipping address incorrectly when the order is placed, please contact us in the manner described in Section 4 of these Terms immediately for correction. If your Order is returned to us because of an incorrect address provided or refusal of delivery, we reserve the right to charge you for any additional shipping costs and other fees associated with resending your Order.

You are responsible for inspecting all Products you receive from us for any damage or other issues upon delivery. In addition, you are solely responsible for determining the freshness of the Products you receive. You should always inspect your Products upon delivery to confirm that they have not been opened or otherwise damaged. In the unlikely event that Products have been opened or significantly damaged upon delivery or you have any other reasonable justification to believe that any Product in your delivery is not suitable for consumption, contact us immediately in the manner described in Section 4 of these Terms, including photographs of the damaged Products sufficient to understand your concern. We will respond to your message and direct you on what to do next.

From the time of delivery, the condition and consumption of the Products are solely at your risk, and you are solely responsible for the proper and safe handling, storage, use and consumption of the Products following delivery. Failure to follow safe food handling practices may increase the risk of foodborne illness. In addition, pregnant women, young children, the elderly and individuals with compromised immune systems should follow the U.S. Food and Drug Administration’s recommendations on food consumption for at-risk groups, which can be found here.

2.h. Returns and Refunds

General Policy: Valid Orders are non-refundable if the Products have been delivered in an undamaged state. If you are not completely satisfied with our Products, please contact us in the manner described in Section 4 of these Terms within seven (7) days of receipt. We will happily review your Order and any reported issues. We reserve the right, but have no obligation, to offer you a resolution that may include replacement of the Products in your Order, additional Products or a refund of all or part of the fees paid. Since we are not able to physically access the Products, we may ask that you provide photos of the Products label and damage reported.

Damaged Products: In the unlikely event that Products have been opened or significantly damaged upon delivery or you have any other reasonable justification to believe that any Product in your delivery is not suitable for consumption, contact us immediately in the manner described in Section 4 of these Terms. We may contact you by email or telephone to discuss the relevant Products, and we may request additional pictures of the Products and information about the damage. If we determine that the Products are damaged or otherwise not safe to consume, we will offer an appropriate resolution which may include (a) replacement of the Products in question, (b) credits towards future Orders, or (c) a refund of the fees paid for the affected Products.

3. INTELLECTUAL PROPERTY RIGHTS

3.a. Our Content

Subject only to the express license we grant you in these Terms, as between you and us, we own all right, title and interest in all original content, features and functionality found on, provided by or embodied in our Services, including without limitation any software, copyright-protected works, trademarks, trade dress, service marks, logos, visual interfaces, graphics, design, compilation, information, data, sound files, other files, look and feel and the selection and arrangement thereof (collectively, “Our Content”). Our Content is protected by copyright, trademark and other intellectual property and related laws of the United States and other countries. You may not distribute, modify, transmit, reuse, download, repost, copy or use Our Content, whether in whole or in part, outside the scope of the express license grant provided to you in these Terms, except as expressly provided in an Agreement.

We reserve all rights to Our Content not expressly granted in these Terms. You acknowledge and agree that our Services are provided under license, and not sold, to you. You do not acquire any ownership interest in our Services under these Terms.

4. NOTICES

Notices to You: You agree that we may provide notices to you, including without limitation notices of changes to these Terms, through: (a) by email sent to the email address you last provided to us, or (b) by text message sent to you through the Program using the telephone number you last provided to us.

Notices to Us: If you have a question about these Terms or our Services, or if you need to provide a notice to us hereunder, you must contact us by emailing or sending us a text message to the following email address and phone number:

Email Address: [email protected]

Phone Number: 415-915-8372

5. COMMUNICATION BY TEXT MESSAGING

Operational Text Messages: By using our Services to order our Products, you understand and agree that we may send you text (SMS) messages (potentially including messages generated using an automatic telephone dialing system) at the phone number you provided us. These messages may include operational messages about your Orders and use of our Services. You will not be able to use the Platform without agreeing to receive operational text messages. If you do not want to receive operational text messages from us, do not place Orders or continue to be enrolled in Verb Flex.

Marketing or Promotional Messages: When you place Orders, we may ask if you would like to receive marketing or promotional text messages concerning our Products or our Services or the products or services of third parties. If you opt into receiving such messages, we may send you such marketing or promotional text messages. Your agreement to receive marketing texts is not a condition of any purchase or use of the Platform.

You may opt-out of receiving marketing or other promotional text messages at any time by sending us an email or text message in the manner described in Section 4 of these Terms indicating that you no longer wish to receive marketing or other promotional texts along with the phone number of the mobile device receiving the messages, or by following any unsubscribe instructions in the text messages. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request.

E-Sign Disclosure: By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement with us when you place Orders.

Standard Rates Apply: Standard data and message rates may apply for all text messages sent by us or to us. Please contact your telephone service provider for details.

6. THIRD PARTY CONTENT

Our Services may contain links to third-party websites and services, including those of Airlines, Couriers and our other users. We are not responsible for any third party websites, applications or services (“Third Party Content”), and we do not approve, monitor, endorse, warrant or make any representations with respect to Third Party Content. You use all Third Party Content at your own risk and should apply a suitable level of caution, diligence and discretion in doing so. When you click on any links to Third Party Content, the applicable third party’s terms and policies apply, including without limitation the third party’s privacy and information gathering practices.

7. TERM AND TERMINATION

These Terms shall apply to you as of the time you first use our Services and shall continue in force until such time as you cease all use of our Services or we terminate your license to use our Services.

Subject to the express terms of your Agreement (as applicable), we reserve the right to modify, suspend or terminate your accounts with us and your rights to access to and use of our Services at any time in our sole discretion and without notice to you. If your account with us is terminated or deactivated or your rights to use our Services are terminated:

  • We may retain Your Content indefinitely;
  • All licenses and other rights granted to you in these Terms will immediately cease; and
  • We will have no obligation to maintain or provide Your Content other than as required by applicable laws all licenses and other rights granted to you in these Terms shall immediately cease.
8. UPDATES AND SUPPORT

Subject to the express terms of your Agreement (as applicable), we may, from time to time and in our sole discretion, develop and provide updates to, additions to or modifications of our Services, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety current features and functionality of our Services. You agree that all Updates will be deemed part of our Services and shall be subject to these Terms.

Notwithstanding the above paragraph, you acknowledge and agree that we have no obligation to: (a) provide you with technical support, (b) provide any Updates, or (c) continue to provide or enable any features or functionality of our Services.

9. YOUR PRIVACY

All of the information we collect through our Services, including Your Content, is subject to our Privacy Policy, which is incorporated by reference into these Terms. Please read our Privacy Policy carefully before using our Services. You can access our Privacy Policy at: https://www.verbenergy.co/privacy-policy.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES

You represent and warrant to us that:

  • All of the information you submit to us, including Your Content, is truthful and accurate, and you will maintain the accuracy of such information;
  • You have full power and authority to enter into these Terms;
  • You are 18 years of age or older or the age of legal majority in your jurisdiction (if different than 18) and are otherwise capable of forming legally binding contracts under applicable law;
  • You have not been previously suspended or banned from using the Services, or engaged in any activity that could result in suspension or removal from the Services; and
  • You have the rights necessary to grant us the license to Your Content in Section 3.2 of these Terms, and our use of Your Content as permitted by that license does not and will not infringe or misappropriate the intellectual property or moral rights of any party.

YOU ARE SOLELY RESPONSIBLE FOR THE PROPER AND SAFE HANDLING, STORAGE, USE AND CONSUMPTION OF THE PRODUCTS YOU PURCHASE. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND FOR VERIFYING THE SUITABILITY OF ALL PRODUCTS AND THEIR INGREDIENTS BEFORE HANDLING, USING OR CONSUMING SUCH PRODUCTS FURTHER. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT OUR PRODUCTS ARE PACKAGED AND STORED IN FACILITIES THAT MAY HANDLE FOODS WITH ALLERGENS (MILK, WHEAT, EGG, SOY, PEANUTS AND TREENUTS) AND WE CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS. WE ATTEMPT TO DISPLAY PRODUCT DESCRIPTIONS, INGREDIENT LISTS AND NUTRITIONAL INFORMATION AS ACCURATELY AS POSSIBLE. HOWEVER, OUR SITES, OUR CONTENT AND OUR PRODUCTS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VERB, OUR SUBSIDIARIES AND OUR AFFILIATES DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO OUR SITES, OUR CONTENT AND OUR PRODUCTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VERB, OUR SUBSIDIARIES AND OUR AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (C) RELATING TO THE SECURITY OF OUR SERVICES; (D) THAT THE INFORMATION ON OUR SITE OR OUR PRODUCTS, INCLUDING NUTRITIONAL AND PRICING INFORMATION, IS ACCURATE, COMPLETE OR CURRENT; OR (E) THAT OUR SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

11. LIMITATION ON LIABILITY

SUBJECT ONLY TO THE EXPRESS TERMS OF YOUR AGREEMENT (AS APPLICABLE), UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES; (B) ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS ($500); OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN YOU AND US, AND WE BOTH HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

In addition to any other indemnification obligations provided in these Terms and any Agreement, you agree to indemnify and hold us and our officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with:

  • Your use of our Services;
  • Your breach or violation of these Terms, including without limitation the restrictions on use provided herein, or any applicable laws or regulations;
  • Our authorized use of Your Content, including without limitation any infringement claims connected with such use;
  • Your violation of the rights of any third party; or
  • Any dispute or issue between you and any third party.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us under these Terms, and you agree to cooperate with our defense of such claims. You agree not to settle any claims without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13. DISPUTE RESOLUTION

13.a. Informal Dispute Resolution

For any dispute between you and us, you agree to first contact us and attempt to resolve the dispute informally.

13.b. Arbitration

If we have not been able to resolve the dispute informally within thirty (30) days after both parties received notice of the dispute, we both agree to resolve any claim, dispute or controversy arising out of or in connection with or relating to these Terms by binding arbitration conducted pursuant to the JAMS Streamlined Arbitration Rules and Procedures that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”), before one (1) neutral arbitrator selected by us and approved by you, and under the rules set forth in these Terms. If there is a conflict between the JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. Unless we both agree otherwise, the arbitration will be conducted in the same city as our offices. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with the JAMS Rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration, along with all filings and decisions, will be confidential except as necessary to enforce the award. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY.

13.c. Equitable Relief

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to our Services, but we both agree to submit to the jurisdiction of the state and federal courts with jurisdiction over Boston, Massachusetts for all claims involving equitable relief.

14. GENERAL TERMS

We shall not be liable to you or any other party for any delay or failure in performance due to events outside of our reasonable control, including without limitation acts of God, strikes, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond our reasonable control. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and be enforceable. These Terms, together with any Agreement, are the complete and exclusive statement of the terms and conditions governing your use of our Services, and they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture or employment is created as a result of these Terms, and you do not have any authority of any kind to bind us in any respect whatsoever. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction. These Terms and the relationship between you and us shall be governed by the laws of the State of Massachusetts without regard to its conflict of law provisions.