Last Updated: November 2, 2022
PLEASE CAREFULLY REVIEW THE ARBITRATION PROVISION SET FORTH IN SECTION 17 BELOW (“ARBITRATION AND DISPUTE RESOLUTION AGREEMENT”), AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR USE OF THE SITE AND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THE ARBITRATION AND DISPUTE RESOLUTION AGREEMENT, AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE AND SERVICES. BY ACCESSING OR USING THE SITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, BY SUBMITTING ANY CONTENT TO THE SITE OR REGISTERING AN ACCOUNT OR EMAIL ADDRESS ON THE SITE), YOU ARE AGREEING TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE SITE OR SERVICES.
1. THE SITE
The Site is made available by 1UPC. The Site is intended to provide you with general information, testimonials and other promotional content, and such other Services as may be made available from time to time.
2. CHANGES TO THE SITE AND THESE TERMS
We expressly reserve the right to make any changes that we deem appropriate from time to time to the Site and/or Services. We reserve the right at any time to modify or discontinue the Site or Services (or any part thereof) without notice. To the maximum extent permitted under applicable law, we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services.
In addition, we may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by sending a message to the email address that we have on file for you (if any) or posting a revised version of these Terms or other notice on the Site. You should view these Terms often to stay informed of changes that may affect you. Your use of the Site and Services constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time.
4. AGE REQUIREMENTS
No one under the age of 18 may access or use the Site or Services unless supervised by a parent or legal guardian who is bound by these Terms. By accessing or using, or attempting to access or use, the Site or Services, you represent that you are at least 18 years of age and that you are able to enter into legally binding contracts, including, without limitation, these Terms (or, if you are under 18 years of age, that your parent or legal guardian has reviewed and agrees to be bound by these Terms on your behalf).
5. CONTENT AND INTELLECTUAL PROPERTY
5.1 The content and other materials displayed or made available on or through the Site and Services, including, without limitation, text, information, data, content, articles, photos, images, graphics, and illustrations (collectively, the “Content“), are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site and Services, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any Content not owned by you (i) without the prior consent of the owner of that Content, or (ii) in a way that violates someone else’s (including, but not limited to, our or any other third party’s) rights.
5.2 You understand and agree that we and/or our respective licensors own all right, title, and interest in and to the Site, Services, and all Content. You acknowledge and agree that the Content may constitute valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Site, Services, or Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of 1UPC and/or our respective licensors and Content-providers.
5.3 Notwithstanding anything herein to the contrary, you expressly acknowledge and agree that 1UPC shall not be responsible for any Content, Services, or Offerings offered, sold, provided, or otherwise made available by us or any other party on the site. Without limiting any of the foregoing, 1UPC expressly disclaims any warranty related to the accuracy, completeness, truthfulness, reliability, or legality of any Content.
5.4 By submitting suggestions or other feedback regarding the Site or Services, you agree that 1UPC can use and share (with no obligation to do so) such feedback for any purpose without compensation to you. You agree to only provide content or information that does not violate the law nor anyone’s rights (including, without limitation, intellectual property rights).
- USER CONDUCTYou may access and use the Site only in connection with your use of the Services and Content as permitted herein and only for your personal use. Any other access to or use of the Site constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws.
In accessing and using the Site, Services, or any Content, you agree that you will comply with all applicable federal, state, and local laws, including, without limitation, copyright and other intellectual property laws, data privacy laws, cyber harassment laws, anti-spam laws, and other regulatory requirements.
In addition, in accessing and using the Site, Services, or any Content, you agree that you will NOT:
- Circumvent, disable, or otherwise interfere with any security-related features of the Site or Services, including, without limitation, any features that enforce limitations on the use of the Site, Services, or any Content;
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, Services, or Content;
- Copy, modify, adapt, translate, or create derivative works based on the Site, Services, or Content;
- Reproduce, redistribute, duplicate, sell, resell, lease, sublicense, time-share, or exploit for any commercial purpose any portion of the Site, Services, or Content, except as permitted hereunder or otherwise expressly authorized by us in writing;
- Remove, alter, cover, or distort any copyright notice or trademark legend, author attribution, or other notice placed on or contained within the Site, Services, or any Content;
- Access, use, or copy any portion of the Site, Services, or Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms;
- Use the Site or Services to store or transmit viruses, worms, time bombs, Trojan horses, or other malicious code, or any unsolicited messages, “spam” or any other content or material in violation of applicable law;
- Attempt to interfere with the proper working of the Site or Services or otherwise impairing, overburdening, or disabling the same; or
- Otherwise engage in any conduct that restricts or inhibits any other user or third party from using or enjoying the Site or Services.
- USER SUBMISSIONS
7.1 The Site may permit you to submit, upload, or otherwise provide your comments, inquiries, suggestions, testimonials, reviews, feedback, or other information or content regarding your experience with us, the site, or our offerings (“User Submissions“). By submitting, uploading, or otherwise providing to us or the Site any User Submissions, you grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use, copy, edit, modify, translate, reformat, create derivative works of, display, perform, publish, distribute, and otherwise act with respect to your User Submissions, alone or as part of other works in any form, media, or technology, whether now known or hereafter developed, as we deem necessary to: (i) provide the Site, Services, and Content; and (ii) otherwise support our business, including, without limitation, to further market, develop, and improve the Site, Services, Content, Offerings, to create, develop, and/or improve other products and services, and to conduct research and analytics. You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding your User Submissions that you may have under any applicable law under any legal theory. You represent and warrant that you own, or otherwise have all rights, permissions, and authorizations necessary to grant to 1UPC the foregoing license and rights under, your User Submissions, and that such use by us will not infringe or otherwise violate any copyright, trademark, right of publicity, or any other intellectual property or proprietary rights of any third party.
7.2 You are solely responsible for all of your User Submissions and for ensuring that they comply with these Terms and any applicable laws. By submitting or uploading your User Submissions, you accept sole liability and responsibility for any of your User Submissions that do not comply with these Terms and/or any applicable laws. Your User Submissions violate these Terms and are prohibited from the Site if they:
- are harassing, threatening, abusive, libelous, defamatory, untruthful, misleading, or invasive of privacy or publicity rights;
- contain hateful, violate, or racist terms or images or symbols, or glamorize the actions of individuals or groups advocating violence, ethnic cleansing, genocide, or similar activities;
- include or reveal the personal information of another person;
- contain a formula, instruction, or advice that could cause harm or injury;
- do not relate to us or our offerings and/or your experience as a user of our site or services;
- are vulgar, obscene, profane, pornographic, or otherwise objectionable or are in bad taste, as determined by us in our sole discretion; or
- constitute or encourage conduct that would constitute fraud, a criminal offense, or infringement or violation of another person’s intellectual property or proprietary rights, give rise to civil liability, or otherwise violate any applicable law or regulation.
7.3 We have the right, but do not assume the obligation or responsibility, to review and monitor User Submissions, and to determine whether they comply with these Terms and applicable laws. In addition, we have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, refuse to store, remove, or disable access to any User Submissions, including without limitation any User Submissions that constitute, or are likely to constitute, an infringement, misappropriation, or other violation of any copyright, trademark, right of publicity, or any other intellectual property or proprietary rights of any third party. We assume no liability for any User Submission that appears or is removed from the Site or elsewhere. We have no obligation to use any User Submission and may not use it at all.
7.4 Any User Submission of any kind made by you or any other user or third party is made by the respective author(s) or distributor(s) and not by 1UPC. Other users and third parties may submit or post User Submissions that are inaccurate, misleading, or deceptive. We do not endorse and are not responsible for any User Submissions, and will not be liable for any loss or damage caused by your reliance on such User Submissions. A User Submission reflects the opinion of the person submitting it and may not reflect the opinion of 1UPC. Without limiting the foregoing, 1UPC specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Submission and any actions resulting from your participation in any part of the Site, including, without limitation, any objectionable User Submission.
- USER ACCOUNTS
8.2 You are responsible for maintaining the confidentiality of your password and Account. You agree to: (i) use a strong password and keep your password confidential and not share it with anyone else; (ii) not transfer any part of your Account to anyone else; and (iii) immediately notify us of any unauthorized use of your username, password, or Account.
8.3 You agree at all times to keep current and promptly update your Account information, including, but not limited to, your email address, phone number, and billing information, so that we can complete any transactions you make through your Account and contact you as necessary. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services and/or suspension or termination of your Account.
8.4 You acknowledge and agree that we are authorized to act on instructions received through use of your username, password, and/or Account, and that we may, but are not obligated to, deny access or block any transaction made through use of your username, password, and/or Account without prior notice if we believe your username, password, and/or Account are being used by someone other than you, or for any other reason. You are solely responsible for all activity that occurs under your Account unless you close it or report misuse.
- TERMS OF SALE
9.1 If the Site enables you to purchase or place orders for Offerings via the Site, the terms of this Section 9 shall apply to any such purchase, transfer of funds, donation, contribution, or order (each, a “Transaction“). To initiate and complete a Transaction, you may be required to register an Account and/or provide certain information about yourself, including your first and last name, email address, phone number, shipping and billing address, and credit card or other payment information. You must provide current, complete, and accurate contact and payment information for all Transactions made through the Site.
9.2 By initiating or completing a Transaction using the Site, you make a binding offer for a contract of sale with the us or our business partner(s). For the avoidance of doubt, each Transaction will be between you and our business partner (and not 1UPC). The business partner is the seller and provider of all Transactions and will be solely responsible to you for fulfilling the terms of each Transaction. Your order is not complete until the business partner sends you an email to confirm the Transaction. The business partner reserves the right, without prior notice, to reject your offer, to refuse to conclude a Transaction with you or any user, and/or to limit the order quantity on any business partner Offering. Neither 1UPC nor the business partner guarantees the continued availability of any business partner Offerings found on the Site. The business partner may also require verification of information prior to the confirmation or acceptance of any Transaction.
9.3 You agree to pay the full amount of the fees charged to you under each Transaction. You may choose to pay for purchases made through the Site by credit card or any other payment method that may be supported by the Site from time to time. By placing an order on the Site, you expressly authorize the business partner, or a third-party payment processor on its behalf, to charge the method of payment that you have provided and to collect the full amount of the total fees for the business partner Offerings you purchase, including any applicable taxes and shipping or related charges. The business partner may calculate taxes payable by you (if any) based on the billing information that you have provided at the time of purchase. All purchases are non-refundable and non-cancellable unless the Merchant’s return and exchange policy expressly indicates otherwise.
9.4 The processing of your payments will be subject to the terms, conditions, and privacy policies of the business partner’s third-party payment processor. You agree that neither 1UPC nor the business partner will be responsible for any failures of the third-party payment processor to adequately protect your payment information. You acknowledge that the business partner may change the third-party payment processor at any time, with or without notice to you, and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security.
9.5 If applicable, shipping and tracking options for delivery of the purchased business partner Offerings will be indicated at checkout. Unless expressly indicated otherwise, you are responsible for shipping charges, which will be displayed at checkout and may depend on variables such as order value and shipping destinations. When business partner Offerings are delivered to the shipping address provided at checkout, risk of loss and legal title to those business partner Offerings will transfer to the recipient.
9.6 The business partner may accept returns or exchanges of certain business partner Offerings purchased on the Site in accordance with the business partner’s return and exchange policy. To arrange a return or exchange (if permitted), please contact the business partner directly using the contact information provided on the Site. Proof of purchase is necessary.
9.7 You understand and agree that the business partner, and not 1UPC, is solely responsible for the accuracy, completeness, truthfulness, reliability, and legality of all business partner Offering descriptions, information, and pricing described or depicted on the Site. All business partner Offering descriptions, information, and pricing are subject to change at any time without notice. While we and the business partner will strive to ensure that all descriptions, information, and pricing on the Site are complete, accurate, and current, they may occasionally be inaccurate, incomplete, or outdated. Neither 1UPC nor the business partner makes any representation or warranty as to the accuracy, completeness, or currency of any descriptions, information, or pricing on the Site. For example, business partner Offerings included on the Site may be unavailable or may actually carry a different price than that stated on the Site. The inclusion of any business partner Offerings on the Site at a particular time does not imply or warrant that these business partner Offerings will be available at any time.
- TERMINATION OF ACCESS
10.1 We may, in our sole discretion, without liability, and without notice to you, immediately suspend, limit, and/or terminate your access to the Site, the Services, and/or your Account for any reason, including, without limitation: (i) if we believe in our sole discretion that you have violated these Terms or any applicable laws or regulations; (ii) at the request of law enforcement, government agencies, or courts; (iii) if you ask us to close your Account; (iv) if we discontinue or materially modify the Site or the Services (or any part thereof); or (v) if we believe in our sole discretion that your use or access to the Site, the Services, or your Account may create risk (including, but not limited to, legal risk) for us, the business partner, our respective affiliates or contractual partners, or other users. Upon any termination, you will lose the right to access and use the Site and Services and your Account will be closed.
10.2 Any suspension or termination shall not affect your obligations to us and the business partner under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your access to or use of the Site, Services, and/or your Account, shall survive including, but not limited to, the “Content and Intellectual Property”, “User Submissions”, “Terms of Sale”, “Indemnification and Release”, “Disclaimers”, “Limitation of Liability”, “Arbitration and Dispute Resolution Agreement”, and “Miscellaneous” sections of these Terms.
- TESTIMONIALSThe Site may contain Content and marketing information that is intended to cast us or the business partner in the best possible light. Such Content has not been verified by 1UPC and may have been written by other users and members of the general public whose identity has not been verified or confirmed by 1UPC. We undertake no obligation to review, screen, investigate, or verify any such Content. Testimonials, reviews, and endorsements appearing on the Site are presented with the objective of presenting only positive recommendations and reviews from highly satisfied consumers and may not be representative of prevailing user/consumer sentiment or suitable for your use. Negative review content is not generally posted but is often delivered directly to the business partner so that the Merchant is made aware of constructive or negative feedback and reviews. All content should be considered unverified and may be biased or untrue.
12. BUSINESS PARTNER OFFERINGS AND THIRD-PARTY SERVICES
You acknowledge and agree that the business partner is the seller and provider of all business partner Offerings and is solely responsible to you for the care and quality of the business partner Offerings and for any and all injuries, illnesses, damages, claims, liabilities, and costs it may cause you to suffer, whether directly or indirectly. We have no control over and do not endorse the business partner or any business partner Offerings, and in no event shall we be responsible or liable for any conduct of or interactions you may have with the business partner (whether or not related to the Site or Services) or for your use of any business partner Offerings.
13. SECURITY AND NETWORK ACCESS
1UPC takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including, without limitation, any username and password used in connection with your use of the Site. You agree to notify us immediately if you discover loss of or access to such information by another party not under your control or supervision.
You are responsible for acquiring and updating compatible hardware, software, or devices necessary to access and use the Site and Services and any updates thereto. We do not guarantee that the Site or Services, or any portion thereof, will function on or with any particular hardware, software, or device. The Site and Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
14. INDEMNIFICATION AND RELEASE
You agree to indemnify and hold harmless 1UPC, its affiliates, and its and their respective officers, directors, owners, employees, contractors, and agents (collectively, the “Indemnified Parties“) and the business partner from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including attorneys’ fees and costs) (collectively, “Claims“) arising out of or relating to: (i) your use of the Site or Services; (ii) your breach or violation of any of these Terms; (iii) your User Submissions; or (iv) your violation of any applicable law or regulation. Further you agree to indemnify and hold harmless the Indemnified Parties from and against any and all Claims arising out of or relating to: (x) your use of any business partner Offerings; or (y) any Transaction, relationship, interaction, or dispute that you may have or enter into with the business partner.
Without limiting any of the foregoing, you acknowledge and agree that you are solely responsible for your relationship and interactions with the business partner. To the maximum extent permitted under applicable law, you hereby release the Indemnified Parties from any and all claims or liability related to any Content or Services provided by the business partner, any business partner Offering, any action or inaction by the business partner, including, without limitation, any harm caused to you by any action or inaction of the business partner or the business partner ‘s failure to comply with applicable law, and any conduct, content, posting, or User Submission of any other user or third party.
15.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SITE, SERVICES, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES AND THE BUSINESS PARTNER EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY: (A) WARRANTIES THAT THE SITE, SERVICES, AND/OR CONTENT WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE, SERVICES, AND/OR CONTENT; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES CONCERNING THE CAPACITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, AND/OR ANY CONTENT; (E) WARRANTIES THAT YOUR USE OF THE SITE, SERVICES, AND/OR ANY CONTENT WILL BE SECURE OR UNINTERRUPTED; AND (F) WARRANTIES THAT THE SITE, SERVICES, AND/OR ANY CONTENT WILL BE ERROR-FREE OR THAT ERRORS IN THE SITE, SERVICES, AND/OR ANY CONTENT WILL BE CORRECTED. IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES WITH RESPECT TO THE MERCHANT, ANY SERVICES OR CONTENT PROVIDED BY THE MERCHANT, OR ANY MERCHANT OFFERINGS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR SERVICES.
15.2 ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE OR SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DISCONTINUATION OF USE OF THE SITE AND SERVICES IS YOUR SOLE RIGHT AND REMEDY FOR ANY DISSATISFACTION WITH THE SITE, SERVICES, OR ANY OF THE CONTENT.
16.1 We may use third parties to provide certain features and services accessible through the Site and Services. WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS. IN ADDITION, IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF RELATING TO ANY BUSINESS PARTNER OFFERINGS, THE CONDUCT OF THE BUSINESS PARTNER OR ANY OTHER USER, OR YOUR RELATIONSHIP, TRANSACTIONS, INTERACTIONS, OR DISPUTES THAT YOU MAY HAVE WITH THE BUSINESS PARTNER OR ANY OTHER USER, INCLUDING CLAIMS RELATING TO FALSE ADVERTISING, PERSONAL OR BODILY INJURIES, ILLNESSES, DAMAGES, OR DEATH.
16.2 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE SITE, SERVICES, OR ANY CONTENT UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, SERVICES, AND ANY CONTENT, SHALL IN ALL EVENTS BE LIMITED TO ONE DOLLARS ($1.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY THE LAW.
- ARBITRATION AND DISPUTE RESOLUTION AGREEMENTPLEASE READ THIS SECTION 17 CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO FILE A LAWSUIT IN COURT.
17.1 You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Site or Services (collectively, “Disputes“) will be resolved exclusively by final, binding arbitration between you and 1UPC, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, or where a party’s conduct may cause the other irreparable injury. The provisions of this Section 17 constitute the parties’ written agreement to arbitrate Disputes under the Federal Arbitration Act.
17.2 The arbitration shall be administered by an arbitrator of our choosing and shall be heard by a single arbitrator, pursuant to the Arbitration Rules and Procedures then in effect, except as modified by this Section 17.
17.3 To begin an arbitration proceeding, a party must submit the Dispute by making a demand for arbitration, and simultaneously send a copy of the completed demand to the other party. Payment of all filing, administration and arbitrator fees will be governed by the Iowa rules of arbitration. 1UPC reserves he right to seek attorneys’ fees and costs in arbitration. The arbitration will be conducted based upon written submissions, unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines that an in-person hearing is necessary, the hearing will proceed in Polk County, Iowa, unless the arbitrator determines or 1UPC agrees that the matter should proceed in the county where you reside.
17.4 The arbitrator will apply and be bound by these Terms, apply applicable law and the facts, and issue a reasoned award within the time frame specified in the Iowa rules of arbitration. The parties agree that the arbitrator’s decision shall be final and binding upon the parties and will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. You and 1UPC also agree that the arbitrator may not award multiple or punitive damages. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
17.5 EACH PARTY AGREES THAT IT SHALL BRING ANY DISPUTE AGAINST THE OTHER PARTY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR AS AN ASSOCIATION. IN ADDITION, EACH PARTY AGREES THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
18.2 Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
18.3 These Terms shall be construed in accordance with the laws of the State of Iowa without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Iowa. If for any reason a Dispute proceeds in court, you and 1UPC: (i) agree that any such Dispute may only be instituted in a state or federal court located in Polk County, Iowa and waive any defenses or objections based on the jurisdiction, venue, or convenience of this exclusive venue; (ii) irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
18.4 We may assign our rights and obligations under these Terms, in whole or in part, at any time to any third party without notice. You may not assign these Terms or any rights or obligations hereunder without our prior written consent.
18.5 Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
18.6 If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions of these Terms will not be affected, and the invalid, illegal, or unenforceable provision will be replaced by such valid and enforceable provision as comes closest to the intention underlying the invalid, illegal, or enforceable provision.
18.7 Possible evidence of use of the Site or Services for illegal purposes will be provided to law enforcement authorities.
18.8 Discontinuation of use of the Site and Services is your sole right and remedy for any dissatisfaction with the Site, Services, or any of the Content.
18.9 You acknowledge and agree that the Business Partner is an intended third-party beneficiary under these Terms and may enforce its rights under these Terms as if it were a direct party hereto. Except for the Business Partner, these Terms do not confer any rights, remedies, or benefits upon any person other than 1UPC and you.
Please contact us with any questions regarding the Site, Services, or these Terms at wintersetpresbyterian.org/contact or:First United Presbyterian Church, Winterset
210 W. Green St.
Winterset, IA 50273