Terms and Conditions
THIS AGREEMENT CONTAINS A RELEASE OF LIABILITY AND WAIVER OF CERTAIN RIGHTS. YOU ARE ADVISED TO READ THIS CAREFULLY BEFORE AGREEING TO ITS TERMS.
These Terms and Conditions (“Terms”) form an agreement (“Agreement”) between you, or, if you are entering into this Agreement on behalf of an entity or an organization, that entity or organization (“you” and “your”) and eCom Underground, LLC, doing business as FoundRev.com (“FoundRev,” “us,” or “we”).
FoundRev provides users of the Site (“Users”) with the opportunity to access and use information, data, and content (“Content”), as well as services, resources, and offerings (“Offerings”) through foundrev.com and related subdomains (collectively the “Site”). FoundRev is willing to allow you to become a User of the Site, including the available Content and Offerings, if you agree to be bound by this Agreement.
This Agreement will form a binding legal agreement between you and FoundRev as of the date you first accept this Agreement, including electronically (“Effective Date”). You and FoundRev are each a party to this Agreement and together are the parties to this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FOUNDREV. BY ACCESSING AND USING THE SITE, WHICH INCLUDES ALL CONTENT OR OFFERINGS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT.
BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS PROVISIONS PROVIDING FOR MANDATORY BINDING ARBITRATION AND WAIVER OF JURY TRIALS (IN THE SECTION BELOW TITLED “DISPUTE RESOLUTION”), WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
1 SCOPE
This Agreement governs your access to and use of the Site, which includes all Content and Offerings. Unless otherwise specified in this Agreement, all access to and use of the Site and all Content and Offerings by you or on your behalf is subject to this Agreement. This Agreement is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between you and FoundRev, regarding your access to and use of the Site.
2 YOU
If you have entered into this Agreement solely on your own behalf (to use the Site yourself, for your own benefit), then you are entering this Agreement as an individual. If you have entered into this Agreement on behalf of an organization or entity (so that the entity or organization can use the Site), then you are entering this Agreement on behalf of that entity or organization. In either case, you represent and warrant to FoundRev that you have the authority to enter into this Agreement, whether on your own behalf or on behalf of that entity or organization.
3 MODIFICATIONS
FoundRev may, in its sole discretion, modify this Agreement from time to time. FoundRev will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to you directly or to all Users through the Site. Unless we make a change for legal or administrative reasons, any modification to this Agreement will be effective 5 days following posting of the modified version of this Agreement to the Site. Your continued access to the Site or use of the Content and Offerings following that date constitutes your acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.
4 RIGHT TO MODIFY OR DISCONTINUE THE SITE
We reserve the right to modify or temporarily or permanently discontinue the Site, including any Content or Offerings, at any time with or without notice, by making those modifications available to you as part of the Site, Content, or Offerings. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, Content, or Offerings.
5 DEFINITIONS
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
6 ELIGIBILITY
The Site, including all Content and Offerings, is for use by individuals 18 years of age and older. Additional eligibility requirements for various Content or Offerings may be stated on the Site. By entering into this Agreement and using the Site, you confirm that you are legally capable of entering into a binding agreement with FoundRev and you meet all such eligibility requirements. If you do not meet any such eligibility requirements, the Site is not for you, and you are not permitted to become a User of the Site and you may not access or use the Site or any Content or Offerings.
7 TERM
This Agreement is effective as of the Effective Date and will continue until terminated as set forth herein.
8 ADDITIONAL AGREEMENTS WITH FOUNDREV
In addition to this Agreement, if you enter into any other agreement with FoundRev or any of its affiliates (an “Additional FoundRev Agreement”), this Agreement does not affect the relationship you establish with FoundRev or such affiliate under the Additional FoundRev Agreement, and the Additional FoundRev Agreement will remain applicable between you and FoundRev or such affiliate, as applicable, provided that, unless explicitly stated otherwise in the Additional FoundRev Agreement, the terms of this Agreement will control in all respects with regard to the Site, including all Content and Offerings, and your access to and use thereof.
9 THIRD PARTY OFFERINGS
The Site may also provide you with access to Offerings provided by third parties (“Third Party Offerings”). FoundRev does not operate, control, or endorse any Third Party Offerings. Third Party Offerings are offered for your convenience, and you assume sole responsibility for your use of any Third Party Offering. You may be required to agree to additional terms and conditions applicable to a Third Party Offering (“Third Party Terms”). Any Third-Party Terms shall control only as to your use of the Third Party Offering covered by those Third Party Terms and the terms of this Agreement will continue to control in all other respects with respect to the Site and all Content and Offerings.
10 YOUR OBLIGATION TO PROVIDE TRUTHFUL INFORMATION
In connection with your use of the Site, and accessing certain Content and Offerings, you may be asked to submit information to the Site, including through our application form. If you submit information to FoundRev through the Site, you agree that: (1) the information you submit will be true, accurate, current and complete, and (2) you will promptly update your information to keep it accurate and current. You grant FoundRev all necessary rights, authorizations, consents, and permissions necessary to use such information in accordance with this Agreement.
11 ACCESS TO THE SITE
Subject to your compliance with this Agreement, during the term of this Agreement, FoundRev will permit you to access the Site, including all applicable Content and Offerings, solely for your own personal or business use in accordance with the terms of this Agreement. Your right to access the Site, Content, and Offerings is personal to you or the entity or organization that you represent and you may not distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Site, Content, and Offerings, or otherwise make the Site, Content, and Offerings available to any third party.
12 SITE CONTENT
Any Content made available through the Site by FoundRev and its third-party suppliers (“Site Content”) is for informational purposes only. FoundRev does not take any responsibility for any interruptions or delays in any Site Content or the unavailability of any Site Content. FoundRev is not responsible for any errors or omissions in any Site Content. You are solely responsible for verifying the accuracy and completeness of all Site Content, as well as the applicability and suitability of any Site Content to your intended use. Subject to your compliance with this Agreement, you may view the Site Content solely through the Site and only for your own personal or business use in connection with your permitted use of the Site.
13 RESTRICTIONS
You may only use the Site, including all Offerings and any Site Content, for lawful purposes as expressly provided in this Agreement. As a condition of your use of the Site, you covenant and agree that you will not, and will not permit any third party to, use the Site, including all Offerings and any Site Content, for any purpose that is unlawful or prohibited by this Agreement.
In addition to and without limiting the foregoing, you will not and will not permit any third party to: (1) access or attempt to access the Site except as expressly provided in this Agreement; (2) copy, duplicate, capture, replicate, store, or maintain any Content outside of the Site; (3) transfer, sell, lease, license, sublicense, distribute, or make available to any third party your right to access or use the Site; (4) alter, copy, modify, or create derivative works of any Content or Offerings; (5) reverse engineer, disassemble, decompile, or decode the Site; (6) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of any Content or Offerings; (7) use the Site in any unlawful manner; (8) use the Site to further or promote any criminal or illegal activity or to provide instructional information about illegal activities; (9) contest, challenge or otherwise make any claim or take any action adverse to FoundRev’s ownership of, or interest in, the Site or Content; (10) use any Content or Offerings in a manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates applicable law; (11) use automated scripts to collect information from or otherwise interact with the Site; (12) alter, obscure, or remove any copyright, trademark or any other notices that are provided on or in connection with any Content or Offerings; (13) access or use the Site in a manner that interferes with, disables, disrupts, impairs or creates an undue burden on the Site; or (14) take any action we determine, in our sole discretion, restricts or inhibits any other user from using or enjoying the Site.
14 OWNERSHIP
FoundRev retains all right, title and interest, including all intellectual property rights, in and to the Site, including the Offerings and all Site Content, as well as all software, databases, hardware, and other technology used by or on behalf of FoundRev to operate the Site and Offerings (“Technology”), and any additions, improvements, updates and modifications thereto (collectively, “FoundRev Property”). You receive no ownership interest in or to the FoundRev Property and you are not granted any right or license to use the FoundRev Property itself, apart from your ability to access the Site, Site Content, and Offerings under this Agreement. The “FoundRev” name, logo, and all product and service names associated with the Site, Site Content, and Offerings are trademarks of eCom Underground, LLC and you are granted no right or license to use them.
15 FEEDBACK
Any comments, feedback, suggestions, testimonials, reviews, and other communications (including photos and videos) regarding the Site, Content, or Offerings (“Feedback”) is entirely voluntary. We will be free to use any Feedback as we see fit for any purpose and without any notice, payment, or other obligation to you. All use of any Feedback will be at our sole discretion and without limitation.
16 TERMINATION
This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination of this Agreement for any reason: (1) all rights granted to you under this Agreement will terminate; (2) you will immediately cease all use of and access to the Site, including all Site Content and Offerings; and (3) you will return to FoundRev or (if so notified by FoundRev) destroy, all confidential information of FoundRev in your possession or control. The relevant portions of the following Sections will survive termination of this Agreement for any reason: Definitions, Additional Agreements with FoundRev, Ownership, Feedback, Termination, Links to Other Sites, Representations and Warranties, Disclaimer of Results, No Professional Advice, No Additional Warranties, Indemnity, Limitation on Liability, Dispute Resolution, Choice of Law, Jurisdiction and Venue, Waivers of Collective Action and Jury Trial, Statute of Limitations, Claims of Infringement, General, and Notices.
17 SUSPENSION
Without limiting FoundRev’s right to terminate this Agreement, FoundRev may also suspend your access to the Site, including all Content and Offerings, with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by FoundRev to be inappropriate or detrimental to the Site, FoundRev or any FoundRev provider, any other User, or any third party.
18 LINKS TO OTHER SITES
The Site, Content, or Offerings may provide links to other sites or services that are not under the control of FoundRev. Your use of such sites and services is subject to the terms and policies of such sites and services and not this Agreement. FoundRev is not responsible for any Content on any linked site or service. YOUR USE OF ANY THIRD-PARTY SITES OR SERVICES IS AT YOUR OWN RISK.
19 REPRESENTATIONS AND WARRANTIES
You represent and warrant to FoundRev that: (1) you have the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (4) your use of and access to the Site, including all Content and Offerings, will comply with all applicable laws, rules, and regulations and will not cause FoundRev to violate any applicable laws, rules, or regulations.
20 DISCLAIMER OF RESULTS
FoundRev does not promise, guarantee, represent, or warrant any level of success, income, sales, or specific results from use of the Site, including any Site Content or Offerings. You understand and acknowledge that FoundRev will not at any time provide sales leads or referrals to you, and you understand that the Site, including all Content and Offerings, may or may not be applicable to your specific business. Individual results will vary from User to User. You understand that there can be no assurance that any prior successes, or past results in income earnings, can be used as an indication of your future success or results. You acknowledge monetary and income results are based on many factors. You agree that your success, however defined by you, is your own responsibility, and FoundRev assumes no responsibility, fiduciary or otherwise, for your success. You agree that you are aware of your individual limitations and agree not to exceed them. YOUR BUSINESS’S RESULTS WILL VARY DEPENDING ON A VARIETY OF FACTORS UNIQUE TO YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO YOUR LOCATION, BUSINESS MODEL, STAFF, AND SERVICE AND PRODUCT OFFERINGS.
21 NO PROFESSIONAL ADVICE
NEITHER FOUNDREV NOR THE SITE PROVIDES INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE OR RECOMMENDATIONS. ALL CONTENT MADE AVAILABLE TO YOU THROUGH THE SITE IS FOR EDUCATIONAL AND INFORMATIONAL PURPOSES OR GENERAL GUIDANCE ONLY. FOUNDREV’S ADVICE, INCLUDING WITHOUT LIMITATION MARKETING, BUSINESS, AND ANY OTHER FORM OF ADVICE, MAY HAVE UNKNOWN RISKS INVOLVED AND IS NOT SUITABLE FOR EVERYONE. MAKING DECISIONS BASED ON ANY INFORMATION PRESENTED ON THE SITE SHOULD BE DONE ONLY WITH THE KNOWLEDGE THAT YOU COULD MAKE NO MONEY AT ALL. YOUR USE OF THE SITE, INCLUDING ALL OFFERINGS AND CONTENT, DOES NOT CREATE A LEGAL OR OTHER PROFESSIONAL RELATIONSHIP AND DOES NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN THE FOUNDREV PRIVACY STATEMENT. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR COMPLYING WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS IN RUNNING YOUR BUSINESS, INCLUDING, BUT NOT LIMITED TO, ALL LAWS GOVERNING ADVERTISING AND MARKETING CLAIMS. YOU SHOULD ALWAYS SEEK THE ADVICE OF A LICENSED PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS OR SITUATION. NEVER DISREGARD LEGAL, INVESTMENT, OR OTHER PROFESSIONAL ADVICE (OR REFRAIN FROM SEEKING IT) BECAUSE OF ANY CONTENT YOU HAVE OBTAINED THROUGH THE SITE. YOUR RELIANCE ON ANY CONTENT APPEARING ON THE SITE IS SOLELY AT YOUR OWN RISK.
22 NO ADDITIONAL WARRANTIES
FOUNDREV MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SITE, INCLUDING ANY CONTENT OR OFFERINGS. THE SITE AND ALL CONTENT AND OFFERINGS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. FOUNDREV AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT OR OFFERINGS. WE CANNOT AND DO NOT REPRESENT THAT THE SITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED ACCESS, THAT THE SITE, CONTENT, AND OFFERINGS ARE FREE OF COMPUTER VIRUSES, MALWARE, OR OTHER HARMFUL MECHANISMS, OR OTHERWISE MEET YOUR REQUIREMENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR ANY CONTENT OR OFFERINGS OR THE ACCURACY OR COMPLETENESS THEREOF. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, CUSTOM OR COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NOTHING IN THIS AGREEMENT WILL AFFECT ANY STATUTORY RIGHTS TO WHICH YOU MAY BE ENTITLED AS A CONSUMER TO THE EXTENT YOUR ABILITY TO ALTER OR WAIVE SUCH RIGHTS BY CONTRACT IS LIMITED BY APPLICABLE LAW. SPECIFICALLY YOU ACKNOWLEDGE THAT YOU MAY HAVE OR MAY IN THE FUTURE HAVE CLAIMS AGAINST US WHICH YOU DO NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR WHEN YOU AGREED TO THIS AGREEMENT AND WHICH IS KNOWN, MIGHT MATERIALLY AFFECT YOUR CONSENT TO THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS YOU MAY HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.”
IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL FOUNDREV’S OR THE RELEASED PARTIES’ (AS DEFINED BELOW) TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELEASED PARTIES DURING THE 6 MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.
23 INDEMNITY
You agree to indemnify, defend, and hold harmless FoundRev and its officers, directors, affiliates, employees, agents, contractors, assigns, users, clients, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result or arise in any manner from: (1) your access to or use of the Site, including any Content or Offerings; (2) any information or content you provide through the Site; or (3) your breach of any representation, warranty, or other provision of this Agreement. FoundRev will provide you with notice of any such claim or allegation, and FoundRev will have the right to participate in the defense of any such claim.
24 LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES WILL FOUNDREV, ITS PARENTS, OWNERS, MANAGERS, SUBSIDIARIES, AND AFFILIATE COMPANIES, AS WELL AS THE RESPECTIVE OWNERS, MANAGERS, DIRECTORS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ALL OF THE FOREGOING (COLLECTIVELY, THE “FOUNDREV PARTIES”) BE LIABLE TO YOU, OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME OR LOSS OF PROFITS, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF FOUNDREV OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
THE TOTAL AGGREGATE LIABILITY OF THE FOUNDREV PARTIES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU WITH RESPECT TO THIS AGREEMENT AND THE SITE, CONTENT, AND OFFERINGS WILL NOT EXCEED DIRECT DAMAGES IN THE GREATER OF (1) ONE HUNDRED UNITED STATES DOLLARS ($100.00), OR (2) THE AMOUNTS (IF ANY) YOU PAID TO FOUNDREV FOR ACCESS TO THE SITE, CONTENT, OR OFFERINGS IN THE ONE MONTH PRECEDING SUCH CLAIM. YOU AGREE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON OUR LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
25 DISPUTE RESOLUTION
Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.
If any Dispute cannot be resolved through negotiations between the parties within 15 days of notice from one party to the other of the Dispute, then at the request of either party such Dispute will be finally settled through binding arbitration under the arbitration rules of the Judicial Arbitration and Mediation Services (“JAMS”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by FoundRev in Raleigh, North Carolina. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
26 CHOICE OF LAW, JURISDICTION AND VENUE
This Agreement and the interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed exclusively by and construed in accordance with the federal laws of the United States of America and the laws of the State of North Carolina, excluding conflict of laws provisions that would indicate the application of the laws of any other jurisdiction.
SUBJECT TO THE REQUIREMENTS OF THE “DISPUTE RESOLUTION” SECTION, EACH PARTY WILL BRING ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY DISPUTE OR OTHERWISE ARISING FROM THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE SITE (INCLUDING ANY ACTION TO ENFORCE ANY ARBITRATION AWARD), ONLY IN A STATE OR FEDERAL COURT LOCATED IN WAKE COUNTY, NORTH CAROLINA, U.S.A. YOU AND WE IRREVOCABLY AGREE TO CONSENT AND SUBMIT TO THE JURISDICTION AND VENUE OF SUCH COURTS.
You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
27 WAIVERS OF COLLECTIVE ACTION AND JURY TRIAL
YOU AGREE THAT YOU WILL PURSUE ANY CLAIM OR LAWSUIT RELATED TO ANY DISPUTE OR OTHERWISE ARISING FROM OR IN ANY WAY RELATING TO THIS AGREEMENT, THE SITE (INCLUDING THE CONTENT OR ANY OFFERINGS), OR YOUR USE THEREOF AS AN INDIVIDUAL, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR USER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM OR LAWSUIT.
THE PARTIES DESIRE TO AVOID THE TIME AND EXPENSE RELATING TO A JURY TRIAL OF ANY DISPUTE. ACCORDINGLY, THE PARTIES, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, HEREBY WAIVE TRIAL BY JURY OF ANY DISPUTE. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS KNOWINGLY, FREELY, AND VOLUNTARILY GIVEN, IS DESIRED BY BOTH PARTIES AND IS IN THE BEST INTERESTS OF BOTH PARTIES.
28 STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred to the extent permitted by applicable law.
29 FORCE MAJEURE
FoundRev will not be responsible for failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control. FoundRev will use commercially reasonable efforts to notify you of any such event.
30 PRIVACY STATEMENT
While the FoundRev Privacy Statement is not part of this Agreement, you consent to the use and disclosure of your personally identifiable information and other data and information as described in the FoundRev Privacy Statement.
31 CLAIMS OF INFRINGEMENT
FoundRev respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Site without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:
FoundRev.com
Attn: Office of General Counsel
4030 Wake Forest Road, STE 349
Raleigh, NC 27609
Email: partners@foundrev.com
Please provide the following information in such notice: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.
32 GENERAL
Words and phrases used in this Agreement have the definition given in this Agreement or, if not defined herein, have their plain English meaning as commonly interpreted in the United States. As used in this Agreement, the term “including” means “including, but not limited to.” Section headings are for reference purposes only. FoundRev’s failure at any time to require performance of any provision of this Agreement or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing and signed in ink by the party to be bound. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of this Agreement or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions, and the court will substitute for such provision a valid and enforceable provision that most closely approximates the intent and economic effect of such provision. The remaining provisions of this Agreement will remain in full force and effect. The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. You may not assign this Agreement or any of your rights or obligations under this Agreement, whether through operation of law or otherwise, without the prior written approval of FoundRev. Any assignment in violation of the foregoing will be null and void. FoundRev may freely assign this Agreement. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law. This Agreement may be amended only as set forth herein.
33 NOTICES
Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to FoundRev by postal mail to the address for FoundRev listed on the Site. FoundRev may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to FoundRev, provided that in the case of any notice applicable both to you and other Users of the Site, FoundRev may instead provide such notice by posting the notice on the Site. Notices provided to FoundRev will be deemed given when actually received by FoundRev. Notice provided to you will be deemed given 24 hours after posting to the Site.
34 CONTACT US
If you have any questions or concerns regarding this Agreement, or need to provide notice of any claims of non-compliance with this Agreement, please contact us at:
Email: partners@foundrev.com
Mail: 4030 Wake Forest Road, STE 349, Raleigh, NC 27609