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JAM Newco-UNIVERSAL TERMS OF SERVICE AGREEMENT-Revised: 5/7/2021
PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
1. OVERVIEW: This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between JAM Newco LLC ("JAM Newco") and you, and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the Products and Services purchased or accessed through this Site (individually and collectively, the “Services”). Services Agreements and additional policies apply to certain Services and are in addition to (not in lieu of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control. The terms “we”, “us” or “our” shall refer to JAM Newco. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. MODIFICATION OF AGREEMENT, SITE OR SERVICES: JAM Newco may, in its sole discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site, Products or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site, Products or the Services. In addition, JAM Newco may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Account”) information current. JAM Newco assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, JAM Newco may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You. JAM NEWCO RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE, PRODUCTS OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.
3. ELIGIBILITY; AUTHORITY: This Site, Products and the Services are available only to individuals (“Users”) who can form legally binding contracts under applicable law. By using this Site, Products or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, JAM Newco finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. JAM Newco shall not be liable for any loss or damage resulting from JAM Newco’s reliance on any instruction, notice, document or communication reasonably believed by JAM Newco to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, JAM Newco reserves the right to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
4. YOUR ACCOUNT: In order to access this Site for the Products and Services, you have to create an Account. You represent and warrant to JAM Newco that all information you submit when you create your Account is accurate, current, and that you will keep your Account information accurate and current. JAM Newco reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not. You must notify JAM Newco immediately of any breach of security or unauthorized use of your Account. JAM Newco will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss JAM Newco or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
5. GENERAL RULES OF CONDUCT: You acknowledge and agree that: Your use of this Site, Products and the Services, will comply with this Agreement, any applicable Services Agreement that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.
You will not use this Site, Products or the Services in a manner (as determined by JAM Newco in its sole and absolute discretion) that:
You will not copy or distribute in any medium any part of this Site, Products or the Services, except where expressly authorized by JAM Newco.
You will not access JAM Newco Content through any technology or means other than through this Site itself, or as JAM Newco may designate.
You will not circumvent, disable or otherwise interfere with the security-related features of this Site, Products or the Services. Without limiting any of the rights set forth elsewhere in this Agreement, JAM Newco expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site, Products or any Services to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any JAM Newco policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site, Products or Services (as determined by JAM Newco in its sole and absolute discretion). If your purchase or account activity shows signs of fraud, abuse or suspicious activity, JAM Newco may cancel any service associated your name, email address or account and close any associated JAM Newco accounts.
6. PROTECTION OF YOUR DATA: JAM Newco offers Products and Services available to you that may involve the submission, collection and/or use of personally identifying or identifiable information about you (“Your Data”) in the course of your use of these Services (“Covered Services”). JAM Newco Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the transfer of Your Data, including transfers of Your Data from the EEA to the Covered Services, meets with compliance under applicable data privacy laws.
For the purposes of the DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), you are considered the Data Controller/Data Exporter, and your acceptance of the terms of service governing Covered Services at the time of purchase of any Covered Services will also be treated as your acknowledgement and acceptance of the DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If you wish to print, sign and return a physical copy of the DPA, please send an email request to firstname.lastname@example.org.
Covered Services, as defined in this Section and in the DPA, include products and services that are subject to the terms and conditions of the following Agreements: (1) Lighting Products, (2) Lighting Control Products, (3) Lighting Control Software, (4) Online Store/Shopping Cart, (5) JAM Newco Web Site.
7. PRODUCT CREDITS: In the event you are provided with a product credit (“Credit”), whether for redemption of the purchase of a specific product or for free with the purchase of another product (“Purchased Product”), you acknowledge and agree that such Credit is only valid for one (1) year and is only available with a valid purchase and may be terminated in the event the product purchased is deleted, discontinued, cancelled, transferred or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Product if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial period, the product will automatically update at the then-current updated price. For Credits issues for free with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, in our sole discretion.
8. DISCONTINUED SERVICES; END OF LIFE POLICY: JAM Newco reserves the right to cease Product offerings or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Products and Services at any time, for any or no reason, and without prior notice. JAM Newco makes great effort to maximize the lifespan of all its Products, Services and features, there are times when a Products and Service or specific feature, functionality, that we offer will be discontinued or reach its End-of-Life ("EOL"). These Products and Services, or the specific feature of that Product or Service, will no longer be supported by JAM Newco, in any way, effective on the EOL date. No Liability. JAM Newco will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the Products and Services we may offer or facilitate access to.
(A) GENERAL TERMS: Payment Due at Time of Order; Non-Refundable. You agree to pay all amounts due for Products and Services at the time you order them. All amounts are non-refundable unless otherwise noted in the Refund Policy.
Price Changes. JAM Newco reserves the right to change its prices and fees at any time, and such changes shall be posted online at this Site and effective immediately.
Payment Types. Except as prohibited in any product-specific agreement, you may pay for Products and Services by using any of the following “Payment Methods”: (i) valid credit card, (ii) PayPal, (iii) via in-store credit balances, if applicable (and as defined below), each a “Payment Method”. Confirmation of that order will be sent to the email address on file for your Account.
Refunds Issued. You agree that where refunds are issued to your Payment Method, JAM Newco issuance of a refund receipt is only confirmation that JAM Newco has submitted your refund to the Payment Method charged at the time of the original sale, and that JAM Newco has no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
In the event a refund is issued to your Payment Method and the payment provider, payment processor or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then JAM Newco, in its sole and absolute discretion, reserves the right to issue the refund either (i) in the form of an in-store credit; (ii) via issuance of a JAM Newco check, which will be sent to the mailing address on file for your Account; or (iii) in some jurisdictions, as a bank transfer, when the payment processor cannot refund back to the Payment Method. JAM Newco also has the right to offer an in-store credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method.
If for any reason JAM Newco is unable to charge your Payment Method for the full amount owed, or if JAM Newco receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that JAM Newco may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Products or Services ordered on your behalf. JAM Newco also reserves the right to charge you reasonable “administrative” fees" for (i) tasks JAM Newco may perform outside the normal scope of its Products and Services, (ii) additional time and/or costs JAM Newco may incur in providing its Products and Services, and/or (iii) your noncompliance with this Agreement (as determined by JAM Newco in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) disputes that require accounting or legal services, whether performed by JAM Newco staff or by outside firms retained by JAM Newco; (iii) recouping any and all costs and fees, including the cost of Products and Services, incurred by JAM Newco as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with JAM Newco.
JAM Newco may offer product-level pricing in various currencies. The transaction will be processed in the selected currency and the pricing displayed during the checkout process will be the actual amount submitted for payment. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charge, which may be added to the final amount that appears on your bank statement or post as a separate amount. Please check with the issuer of your Payment Method for details. In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax ("VAT"), Goods and Services Tax ("GST"), or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.
(A) REFUND POLICY: Products and Services available for refunds are described here (“Refund Policy”).
(B) IN-STORE CREDIT BALANCES: In the event that your Account contains an in-store credit balance: (1) you may apply any available credit balance to any future purchase in your Account; and (2) you authorize JAM Newco to apply any available credit balance to any outstanding administrative fees, chargebacks, or other fees related to your Account. In the event that JAM Newco is unable to successfully charge either the Payment Method associated with a specific Product or Service in your account, JAM Newco may use any available in-store credit balance if there are enough funds to cover the entire transaction. Regardless of the amount of in-store credit available in your account, JAM Newco is not responsible for the loss of products resulting from an inability to collect funds from your Payment Methods or the in-store credit. In-store credits will be applied based on the currency selected in the shopping cart at the time of purchase. If you have more than one in-store credit, then the credits will be processed according to the age of the credit, with the oldest in-store credit being applied first. If additional funds are required to complete the purchase or renewal, credits held in a non-selected currency will be converted using JAM Newco’s daily exchange rate based on the age of the credit (oldest to newest) until (i) enough funds are allocated to complete the transaction, or (ii) there is no available balance left in your account. You understand and agree that at the time of conversion, JAM Newco may also impose an additional administrative fee.
You acknowledge that in-store credit balances are non-transferable, may only be used in the Account in which they were acquired and may expire. Complimentary in-store credits will expire two years after issuance or within any other time period JAM Newco may specify in your Account. In the event that JAM Newco terminates your Account, you acknowledge and agree that any remaining available in-store credit balance will be forfeited.
You also acknowledge that funds available in your in-store credit balance will be held by JAM Newco and will not accrue or pay interest for your behalf. To the extent any interest may accrue, you agree that JAM Newco is entitled to receive and keep any such amounts to cover costs associated with supporting the in-store credit balance functionality.
10. ADDITIONAL RESERVATION OF RIGHTS: JAM Newco expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason (as determined by JAM Newco in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by JAM Newco in offering or delivering any Products and Services, (ii) to protect the integrity and stability of control software and website, (iii) to assist with our fraud and abuse detection and prevention efforts, (iii) to comply with requests of law enforcement, including subpoena requests, (iv) to comply with any dispute resolution process, (v) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (vi) to avoid any civil or criminal liability on the part of JAM Newco, its officers, directors, employees and agents, as well as JAM Newco's affiliates, including, but not limited to, instances where you have sued or threatened to sue JAM Newco.
JAM Newco Products and Services are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. JAM Newco intellectual property is not to be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of JAM Newco. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. JAM Newco reserves all rights not expressly granted in and to JAM Newco, this Site, Products and the Services, and this Agreement do not transfer ownership of any of these rights.
11. LINKS TO THIRD-PARTY WEBSITES: This Site and the Products and Services found at this Site may contain links to third-party websites that are not owned or controlled by JAM Newco. JAM Newco assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, JAM Newco does not censor or edit the content of any third-party websites. By using this Site, Products or the Services found at this Site, you expressly release JAM Newco from any and all liability arising from your use of any third-party website. Accordingly, JAM Newco encourages you to be aware when you leave this Site, Products or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES FOR THE PRODUCTS, SERVICES AND WEBSITE: YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PRODUCTS, THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK. THE WARRANTIES FOR PRODUCTS ARE DECLARED WITH EACH PRODUCT IN THE PRODUCT DESCRIPTIONS. NO ADDITIONAL WARRANTIES SHALL APPLY. THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. JAM NEWCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. JAM NEWCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED TO THIS SITE, AND JAM NEWCO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY JAM NEWCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CUSTOMER SERVICE REPRESENTATIVES), AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS OR THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE PRODUCTS, THIS SITE OR THE SERVICES FOUND AT THIS SITE.
13. LIMITATION OF LIABILITY: IN NO EVENT SHALL JAM NEWCO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE PRODUCTS OR THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER FROM THE PRODUCTS OR THIS SITE, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO PRODUCTS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION, (VII) ANY INTERRUPTION OR CESSATION OF PRODUCTS AND SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE PRODUCTS, THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT JAM NEWCO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL JAM NEWCO’S TOTAL AGGREGATE LIABILITY EXCEED $10,000.00 U.S. DOLLARS.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS THE PRODUCTS, THIS SITE OR THE SERVICES FOUND AT THIS SITE.
14. INDEMNITY: You agree to protect, defend, indemnify and hold harmless JAM Newco and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature imposed upon or incurred by JAM Newco directly or indirectly arising from (i) your use of the Products, this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of the Products, this Site or the Services found at this Site.
15. COMPLIANCE WITH LOCAL LAWS: JAM Newco makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
16. DISPUTES, BINDING INDIVIDUAL ARBITRATION AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS: PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE PROVISIONS REQUIRING YOU TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION.
(A) Disputes. The terms of this Section shall apply to all Disputes between you and JAM Newco. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and JAM Newco arising under or relating to any JAM Newco Services or Products, and websites, these Terms, or any other transaction involving you and JAM Newco, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.
YOU AND JAM NEWCO AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR JAM NEWCO FOR (I) TRADE SECRET MISAPPROPRIATION, (II) PATENT INFRINGEMENT, (III) COPYRIGHT INFRINGEMENT OR MISUSE, AND (IV) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
(B) Binding Arbitration. You and JAM Newco further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in Section 13 of this Agreement and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
(C) Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of the State of New Jersey in Camden County Municipal Court.
(D) Dispute Notice. In the event of a Dispute, you or JAM Newco must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to info@JAMNewco.com. If JAM Newco and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or JAM Newco may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
(E) WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND JAM NEWCO AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR JAM NEWCO WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
(F) Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in these Terms, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws, as limited by the Limitation of Liability set forth in Section 13 of this Agreement. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location in Camden County, New Jersey.
(G) Initiation of Arbitration Proceeding. If either you or JAM Newco decide to arbitrate a Dispute, we agree to the following procedure: (i). Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.adr.org. (ii). Send one copy of the Demand for Arbitration to AAA by mail at American Arbitration Association Case Filing Services 1101 Laurel Oak Road, Suite 100 Voorhees, NJ 08043. (iii). Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.
(H) Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by JAM Newco or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or JAM Newco is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
(I) Arbitration Fees and Payments: Disputes involving $10,000.00 or less. If you reject JAM Newco’s last written settlement offer made before the arbitrator was appointed (“JAM Newco’s last written offer”), your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than JAM Newco’s last written offer, JAM Newco will: (i) pay the greater of the award or $1,000.00; (ii) pay your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration. The arbitrator will determine the amount of fees, costs, and expenses unless you and JAM Newco agree on them. (iv) Disputes involving more than $10,000.00. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses. (v) Disputes involving any amount. In any arbitration you commence, JAM Newco will seek its AAA or arbitrator’s fees and expenses, or your filing fees it reimbursed, only if the arbitrator finds the arbitration frivolous or brought for an improper purpose.
(J) Claims or Disputes Must be Filed Within One Year. To the extent permitted by law, any claim or dispute to which this Section applies must be filed within one year in small claims or in arbitration. The one-year period begins when the claim or Notice of Dispute first could be filed. If not filed within one year, the claim or dispute will be permanently barred.
(K) 30-Day Opt-out Period. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION PROVISION IN THIS DISPUTES SECTION, YOU MUST NOTIFY JAM NEWCO BY E-MAILING INFO@JAMNEWCO.COM WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS (UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW). In the e-mail, you must provide your (a) first name, (b) last name (c) address, (d) phone number, and (e) account number(s) and state the following: “I wish to opt out of the arbitration provision contained in JAM Newco’s Universal Terms of Service Agreement.” By providing your information in the method above, you are opting out of the agreement to arbitrate contained in JAM Newco's Universal Terms of Service. Your opt-out request will only be valid if made within thirty (30) days of first accepting the Universal Terms of Service. In the event that you opt-out consistent with the procedure set forth above, all other terms shall contain herein shall continue to apply, including those related to the applicable governing law and the court(s) in which legal disputes may be brought.
(L) Amendments to this Section. Notwithstanding any provision in these Terms to the contrary, you and JAM Newco agree that if JAM Newco makes any future amendments to the dispute resolution procedure and class action waiver provisions in these Terms, JAM Newco will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in these current Terms, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
(M) Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms.
(N) Exclusive Venue for Other Controversies. JAM Newco and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the Superior Court of Camden County, New Jersey, or the United States District Court for the District of New Jersey, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy. You also agree to waive the right to trial by jury in any such action or proceeding.
17. UNCLAIMED PROPERTY: Please be advised that if a customer has an outstanding account balance for three (3) years or more for any reason, and (i) JAM Newco is unable to issue payment to such customer or (ii) JAM Newco issued payment to such customer in the form of a paper check, but the check was never cashed, then JAM Newco shall turn over such account balance to the State of New Jersey in accordance with state law. You acknowledge and agree that in either case (i) or (ii) above, JAM Newco may withhold a dormancy charge in an amount equal to the lesser of $25.00 or the total outstanding account balance associated with such customer.
18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
19. NO THIRD-PARTY BENEFICIARIES: Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
20. U.S. EXPORT LAWS: This Site, Products and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not export or re-export, or allow the export or re-export of, the Products found at this Site in violation of any U.S. Export Laws. None of the Products found at this Site may be exported or re-exported (i) into any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site, Products and the Services, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws. If you access this Site, Products or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site, Products or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site, Products or the Services found at this Site.
21. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY: The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
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