Disclaimer and Licence Agreement

Data Subscription Agreement

This Data Subscription Agreement (the “Agreement” or the “Subscription Agreement”) is a legal agreement between you (“User,” “You” or “Your”) and TradersOnly.com, LLC (“Company”). “) individually known as “Party”, collectively known as “Parties”.

Please read this agreement carefully. IT CONTAINS: (1) AN ARBITRATION PROVISION, WHICH INCLUDES A WAIVER OF YOUR RIGHT TO BRING CLAIMS AS CLASS ACTIONS; AND (2) THE RIGHT TO OPT OUT OF THESE PROVISIONS. THESE PROVISIONS AFFECT YOUR RIGHTS AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDE ACCESS TO YOUR ACCOUNTS. SEE SECTION 12 FOR DETAILS ON THESE PROVISIONS.

THIS AGREEMENT ALSO CONTAINS DISCLAIMERS AND NOTICES REGARDING THE SPECULATIVE NATURE OF TRADING AT SECTION 7. AS DETAILED IN THE SAME SECTION, SERVICES AND SUBSCRIPTIONS ARE EDUCATIONAL AND DO NOT CONSTITUTE INVESTMENT ADVICE OR RECOMMNENDATION AND SHOULD NOT BE RELIED ON FOR THOSE PURPOSES.

Note that the Company electronically receives market exchange data for multiple markets throughout the world and distributes the data to Your computer (hereinafter “Distributed Data”). By using the Services (defined below), downloading or accepting Distributed Data, and/or by affirmatively accepting these terms, You indicate understanding and acceptance of the terms of this Agreement, are intending to create an electronic signature affirming its full understanding and agreement to be legally bound by all of the terms and conditions of this Agreement, agrees to execute this Agreement electronically and agrees that this Agreement is enforceable like any written agreement signed by You, and is entering into a binding legal contract.

Terms and Conditions

This Agreement governs the following subscriptions service(s) containing the Distributed Data (“Subscription(s)” or “Services”):

TradersOnly data (downloaded by You to Your VantagePoint Software following Your valid activation of the software)

Subscription, Renewal, Cancellation, Refunds, Payments, and Alternative Data.
1. You acknowledge that the Company Subscriptions are provided on a subscription basis for a set term that You may determine (“Subscription Term”). You consent to having the Company automatically renew Your Subscription Term (“Subscription Renewal”). Each Subscription Term shall automatically renew for subsequent periods of the same length at the end of the initial Subscription Term and on the anniversary dates of each subsequent Subscription Renewal thereafter.
2. You can cancel Your Subscriptions at any time, and you will continue to have access to service through the end of Your billing period To cancel, You can login to Your TradersOnly account at www.TradersOnly.com and select My Account then go to My subscription then View, or please contact TradersOnly support at 813-907-0600 or via email at support@tradersonly.com.
3. Payments are nonrefundable and there are no refunds or credits for a partially used Subscription. Following any cancellation, however, You will continue to have access to the service through the end of Your current Subscription Term. At any time, and for any reason, the Company may provide a refund, discount, or other consideration to some or all of our customers (“Credits”). The amount and form of such Credits, and the decision to provide them, are at the Company’s sole and absolute discretion. The provision of credits in one instance does not entitle You to credits in the future for similar instances; nor does it obligate the Company to provide credits in the future, under any circumstance.
4. The Company will notify You of approaching renewal by email between thirty (30) and forty-five (45) days prior to the expiration of Your Subscription Term. You will also be notified if the price of Your Subscription increases (“Subscription Rate”) The Company, approximately ten (10) days prior to the expiration of the Your Subscription Term, will automatically charge Your credit card for Your new Renewal Subscription Term at the then current Subscription Rate.
5. It is Your responsibility to ensure that the Company has a current and valid credit card for You on file. If at any time the credit card company declines Your credit card transaction the Company may in its sole discretion discontinue providing Distributed Data or Services to You without notification. You agree that the Company will charge Your credit card for renewals unless, at least fifteen (15) days prior to the end of the current Subscription Term: (i) the Company notifies User by Email or in writing of the Company’s intent not to renew the User’s Subscription Term; (ii) User notifies the Company by Email at www.TradersOnly.com or in writing of Your intent not to renew Your Subscription, or (iii) You log into the TradersOnly.com website and changes Your Subscription Information to remove the current Subscription which will prevent it from being renewed.
6. Your Subscription is offered in conjunction with third parties with the provision of their own products and services (e.g., data). TO THE EXTENT DATA IS UNAVAILABLE, THE COMPANY MAY ENDEAVOR TO PROVIDE ALTERATIVE DATA VIA DIFFERENT SOURCES (“ALTERNATIVE DATA”); BUT THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE COMPANY IS UNDER NO OBLIGATION TO PROVIDE ALTERNATIVE DATA.
Requirements and Your Warranties. You must be at least 18 years of age to obtain Services. Individuals under the age of 18 may only utilize the service with the involvement of a parent or legal guardian, under such person’s account and otherwise subject this Agreement. The Subscription and any content accessed through the Company’s Services are for Your personal and non-commercial use only and may not be shared, unless agreed to by the Company in writing.
You agree to use the Services and Distributed Data, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Services or content therein. Except as explicitly authorized by the Company, You agree not to:
- Archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through Your Services;
- Circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the content protections or other elements of the Services, including the graphical user interface, any advertising or advertising features, copyright notices, and trademarks;
- Use any robot, spider, scraper or other automated means to access the Services;
- Decompile, reverse engineer or disassemble any products or processes accessible through the Services;
- Insert any code or product or manipulate the content of the Services in any way;
- Use any data mining, data gathering or extraction methods;
- Upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
  associated with the Services, including any software viruses or any other computer code, files or programs.
The Company may terminate or restrict Your use of our Services if You violate this Agreement or are engaged in illegal or fraudulent use of the Services.

By using Services and accepting Distributed Data, You agree to look solely to the entity that manufactured and/or sold You the electronic device(s) You use for the Services (“Company Ready Devices”) for any issues related to the Company Ready Devices and their compatibility with the Services. The Company does not take responsibility or otherwise warrant the performance of such devices, including the continued compatibility with the Company Services.
Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPAY SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, ACCURACY OR AVAILABILITY OF DATA PROVIDED BY THIRD PARTIES (FOR WHICH THE PARTIES ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE LIABLE).
Damages. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
Exchange Restrictions on use of Data.
1. BY ACCESSING AND USING THE DATA RELATED TO THE INDICES PUBLISHED BY S&P DOW JONES INDICES LLC AND/OR ITS AFFILIATES INCLUDING, WITHOUT LIMITATION, THE INDEX VALUES (THE “S&P INDICES”) YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS, INCLUDING ALL AMENDMENTS MADE AFTER JULY 2012 FOR THE S&P INDICIES LOCATED AT https://www.spglobal.com/spdji/en/disclaimers/ . IF ANY OF THESE TERMS AND CONDITIONS ARE UNACCEPTABLE TO YOU, YOU MAY NOT ACCESS OR USE THE S&P INDICES DATA.
2. Earnings Data Provided by Zacks Investment Research, Inc., www.zacks.com. Earnings data is subject to Copyright (c) 1978-(Present) by ZACKS Investment Research, Inc (“ZACKS”). The information, data, analyses and opinions contained herein (1) includes the confidential and proprietary information of ZACKS, (2) may not be copied or redistributed, for any purpose, (3) does not constitute investment advice offered by ZACKS, (4) are provided solely for informational purposes, and (5) are not warranted or represented to be correct, complete, accurate or timely. ZACKS shall not be responsible for investment decisions, damages or other losses resulting from, or related to, use of this information, data, analyses or opinions. Past performance is no guarantee of future performance. ZACKS is not affiliated with the Company.
3. You acknowledge and understands that You must adhere to and abide by any, and all terms and conditions applicable to stock or other exchanges You use or access.
Termination. Apart from cancellation, described above, this Agreement shall remain in effect until terminated by one or more of the following occurrences:
1. Suspected breach or attempted breach, as determined in the Company’s sole and absolute discretion, by You of any term or condition of this Agreement; provided that, except as set forth below, the Company shall give You written notice of such termination at the last known address (including email address) the Company has on record for You. If You fail to cure such breach within ten (10) days after such notice, You shall immediately cease all use related to Subscriptions and Services, including Distributed Data.
2. Without notice, upon breach by You of any of the conditions, warranties, or representations set forth herein, as determined in the Company’s sole discretion.
Upon termination due to any occurrence enumerated herein, You shall immediately return to the Company all copies, documentation, and materials (if any), without refund or credit and without prejudice to any other rights the Company may have.
Speculative Nature.
You acknowledge and understand the speculative nature of the commodities futures and financial markets and recognize the high degree of risk involved in participating in such markets. You acknowledge and understand that the Subscriptions Distributed Data does not provide specific trade recommendations including buy and sell signals, and that You bear the sole risk for all orders for trades placed by You. You also acknowledge that the Subscriptions and Services are not intended to replace Your individual research or receipt of professional investment advice, and that neither the Subscriptions nor Services, nor the Customer Support related to Your use of Subscriptions and Services, constitute the provision of trading advice or an endorsement or recommendation by the Company of any trading methods, programs, systems, or routines, based on, or tailored to, any of Your positions or other circumstances or characteristics. You further acknowledge that individual performance in the financial markets depends upon numerous factors, including individual skills and experience at performing technical analysis, knowledge of and familiarity with the markets, effectiveness of individual decision making and decisiveness, and time availability to devote to analyzing and trading the markets, among other factors.

IT IS EXPRESSLY UNDERSTOOD THAT NEITHER THIS AGREEMENT, NOR ANY STATEMENT, REPRESENTATION, OR ASSERTION WITHIN THIS AGREEMENT OR ANY PROMOTIONAL MATERIALS YOU HAVE REVIEWED OR ANY OTHER ORAL OR WRITTEN STATEMENT OR REPRESENTATION MADE BY THE COMPANY OR ITS AGENTS OR REPRESENTATIVES MAKES OR CONSTITUTES ANY GUARANTEE OF, OR REPRESENTATION RELATING TO, PERFORMANCE OF SUBSCRIPTIONS OR SERVICES, AND THAT THE COMPANY ALSO MAKES NO GUARANATEE OF PERFORMANCE EITHER IN THIS AGREEMENT OR OTHERWISE. IT IS ALSO UNDERSTOOD THAT THE COMPANY IS PROVIDING YOU WITH A DATA ACCUMULATION AND DISTRIBUTION TOOL AND NOT A TRADING SYSTEM, AND THAT THE COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES THAT YOU WILL MAKE PROFITS AND/OR NOT SUFFER ANY LOSSES FROM TRADING BASED ON, OR IN RELIANCE ON, SUBSCRIPTIONS OR SERVICES OR THE USE THEREOF. YOU ASSUME FULL RESPONSIBILITY TO MAKE YOUR OWN TRADING DECISIONS INVOLVING ENTRIES, EXITS, AND STOP PLACEMENTS, BASED UPON YOUR OWN ASSESSMENT OF YOUR TRADING STYLE, OBJECTIVES, RISK PROPENSITY, RISK CAPITAL, EXPERTISE AND EXPERIENCE AS A TRADER ALL OF WHICH CAN INFLUENCE YOUR TRADING RESULTS SUCH THAT YOUR PERFORMANCE RESULTS MAY BE BETTER OR WORSE THAN THAT OF OTHER TRADERS INCLUDING THOSE WHO MAY ALSO BE USING SUBSCRIPTIONS AND SERVICES AT THE SAME TIME. UNDER NO CIRCUMSTANCES IS THE COMPANY RESPONSIBLE FOR YOUR TRADING RESULTS OR PERFORMANCE BASED UPON THE TRADING DECISIONS THAT YOU MAKE.
Hold Harmless; Indemnification; Release; Covenant Not to Sue. You acknowledge that You are fully aware of the hazards and risks, including financial risks, associated with trading in commodity and financial Futures, Forex, ETF, Cryptocurrency and Equities and the use of the Subscriptions and Services. To the fullest extent permitted by law, in part consideration of the Subscriptions and Services granted herein, You agree to release, indemnify and hold harmless the Company along with any of its parents and affiliated entities (and any respective employees, officers, and agents of the same) (individually, “Releasee”), waive with respect to each Releasee, and covenant not to sue any Releasee for any and all liabilities, claims, demands, actions, causes of action, damages, losses and expenses (including, but not limited to, attorneys’ fees and costs) of any nature whatsoever (collectively, the “Liabilities”) arising out of or in connection with Your use or receipt of the Subscriptions, Services, or Distributed Data (or trading decisions and payment of any fees associated with either), updates or Customer Support. Your obligations to hold harmless, release, discharge, waiver and covenant not to sue shall include but not be limited to any Liabilities caused, in whole or in part, by the negligence (of any type) of any Releasee in connection with Subscriptions, Services, or Distributed Data or the promotion or marketing thereof.
Governing Law, Jurisdiction, and Venue. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Florida. This choice of law provision is intended to operate to the exclusion of (a) any choice of law or other law or provision that would result in this Agreement or any disputes arising out of or related to this Agreement being resolved by the laws of any other state or country and (b) any law or convention that would otherwise apply including, but not limited to, the United Nations Convention on Contracts for the International Sale of Goods. If awarded, the total of all damages due to You shall be in accordance with this Agreement. To the fullest extent permitted by applicable law, and to the extent not inconsistent with Section 12 herein (Dispute Resolution/Arbitration) the parties hereby both knowingly, voluntarily, intentionally and irrevocably agree to waive any right to have any issue resolved by a jury and cede to the Court all matters of law and fact for resolution. Subject to the dispute resolution and arbitration procedures set forth in Section 12, Parties each agree that the exclusive venue for bringing and maintaining any action arising out of, related to, or in connection with this Agreement shall be in Hillsborough County, Florida or, if there is jurisdiction, the United States District Court for the Middle District of Florida, Tampa Division. Parties agree that, if You bring any action or proceeding against the Company in any other venue in violation of this forum selection clause and the Company is the prevailing Party on a motion to dismiss for improper venue or motion to transfer venue, the Company will be immediately entitled to recover its costs and attorney’s fees associated with such motion. You hereby irrevocably consent to personal jurisdiction in the State of Florida and hereby waives any claim or defense that such venue is not convenient or proper, and consents to service of process by any means authorized by Florida law.
Successors. It is agreed that the benefits and the burdens of this Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, as well as Your heirs, and personal representatives.
Attorneys’ Fees. To the fullest extent permitted by applicable law, and subject to the dispute resolution and arbitration procedures set forth in Section 12, in the event the Company should be required to take legal action to enforce any of the provisions of this Agreement, the Company may recover its reasonable attorney’s fees (up to and including any appellate proceedings) and costs from You whether or not formal litigation results.
Dispute Resolution/Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS, AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDES ACCESS TO THE SUBSCRIPTIONS, SERVICES, AND YOUR ACCOUNT.
1. Scope. Except as expressly provided below, Parties agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Agreement, a similar prior agreement, Your account, Your use of the Company’s Services, the Subscription(s), the Distributed Data, communications between You and the Company and its affiliates, or the relationship between You and the Company and its affiliates (including existing disputes and those occurring prior to the date of this Agreement) (collectively, “Claims”) will, at the election of either Party, be resolved by arbitration, including any dispute about arbitrability, such as scope, applicability, and enforceability. The right and obligation to arbitrate under this Section shall extend to all Claims, including those against or involving third parties such as the Company or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors.
2. Rules and Selection of Arbitrator. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”). Should the AAA be unavailable, unable, or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as Judicial Arbitration and Mediation Services, Inc. (“JAMS”),, that will enforce the arbitration provisions as written. The Parties shall select an arbitrator according to a “strike and rank” procedure whereby the Parties: (a) will request and obtain a list of no less than five (5) arbitrators (subject the qualifications below); (b) within ten (10) days of service of an arbitrator list on the Parties, strike the names of two (2) proposed arbitrators; and (c) rank the remaining arbitrators in order of preference with number 1 being the most preferred ranking. The remaining arbitrator with the lowest aggregate ranking of preference shall be selected to serve. If the “rank and strike” procedure fails or results in a tie, the AAA (or a substitute arbitration organization) shall appoint an arbitrator. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed.
3. Federal Arbitration Act. Because the Agreement memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at www.adr.org or by calling 1-800-778-7879. d) Offers. To the extent not inconsistent with the Arbitration Rules (or the rules of a substitute arbitration organization if the AAA is unavailable), Parties agree that either Party may serve upon the other a written offer to settle a Claim (“Settlement Offer”) for the money specified in the Settlement Offer and to enter an agreement dismissing the Claim. If the Company makes a Settlement Offer which is rejected by You, the Company shall be entitled to recover reasonable attorneys’ fees and expenses incurred by the Company (or on its behalf) from the date of the rejection of the Settlement Offer through the later of the entry of the arbitrator’s award or the subsequent confirmation of said award if the arbitrator’s award is one of no liability or the award obtained by You is less than 75 percent of such a Settlement Offer. If You make a Settlement Offer which is rejected by the Company and You obtain an arbitrator’s award in an amount greater than 125 percent of the Settlement Offer, You shall be entitled to recover reasonable attorneys’ fees and expenses incurred by You (or on your behalf) from the date of the rejection of the Settlement Offer through the later of the entry of the arbitrator’s award or the subsequent confirmation of said award.
4. Written Notice. A Party that intends to seek arbitration must first send to the other a written notice of intent to arbitrate via email (delivery receipt requested), entitled “Notice of Intent to Arbitrate” (“Notice”). The Notice to the Company should be addressed to: [support@tradersonly.com] (“26908 Ridgebrook Drive, Ste. 102. Wesley Chapel, FL 33544. The Notice must: (1) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Parties do not reach an agreement to resolve the claim within 30 days after the Notice is received, either Party may commence an arbitration proceeding under these terms.
5. Exclusions and Limitations. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state where You are located: (a) an action to enforce intellectual property rights; (b) a suit by the Company, its affiliates, or their assignees for collection of amounts owed by You under this Agreement; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such a court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing Party in any dispute between the Parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees.
6. Class Waiver. You also agree that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (b) TO THE FULLEST EXTENT PERMITTED BY LAW, PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. For the avoidance of doubt, nothing in the foregoing sentence is intended to conflict with the provision of this Agreement regarding the batch resolution of 10 or more Requests (defined below).
7. Appeal. If the arbitrator’s award exceeds $75,000, either Party may appeal such award to a three-arbitrator panel administered by the AAA (or substitute arbitration organization) and selected according to the Arbitration Rules, by filing a written notice of appeal within 30 days after the date of entry of the arbitration award. The appealing Party must provide the other Party with a copy of such appeal concurrently with its submission of the appeals notice. The three-arbitrator panel must issue its decision within 120 days of the date of the appealing Party’s notice of appeal. The decision of the three-arbitrator panel shall be final and binding, except for any appellate right which may exist under the Federal Arbitration Act. The Parties may agree that arbitration will be conducted solely on the basis of the documents submitted to the arbitrator, via a telephonic hearing, or by an in-person hearing as established by AAA rules (or the rules of the substitute arbitration organization).
8. Right to Opt Out. You can decline this arbitration agreement by timely writing via certified mail or a nationally recognized overnight delivery service that allows Parties to confirm both mailing and delivery to 26908 Ridgebrook Dr., Suite 102, Wesley Chapel, FL 33544 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that You wish to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date You become bound by the arbitration agreement. Please note that You will continue to be bound by any older arbitration provision that You did not out opt of and any arbitration provision that otherwise governs the Claims.
9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, Parties agree that in the event that there are ten (10) or more individual requests to arbitrate Claims of a substantially similar nature filed against the Company by or with the assistance of the same law firm, group of law firms, or organizations within a reasonably close proximity (“Requests”), the arbitrator will: (1) administer the arbitration demands in batches of 10 Requests per batch (plus, to the extent there are less than 10 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one unique arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All Parties agree that Requests are of a “substantially similar nature” if they arise out of the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the Parties disagree on the application of the Batch Arbitration process, the disagreeing Party shall advise the arbitrator, and the arbitrator shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the Parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by the Company. Parties agree to cooperate in good faith with the arbitrator to implement the Batch Arbitration approach including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. k) Severance and Severability. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entirety of the arbitration provisions shall be void, other than the jury waiver provision. The foregoing arbitration provisions shall survive the termination of this Agreement.
Construction. Section headings and pronouns are included solely for convenient reference and shall not control the meaning or the interpretation of any of the provisions of this Agreement.
Entire Agreement. The Parties agree that this Agreement is the entire agreement regarding the subject matter discussed herein and supersedes any proposal or prior agreement, oral or written, or any other communications between them relating to the subject matter hereof.
Modifications. The Parties agree that this Agreement cannot be changed by any oral statements. The Company may update this Agreement from time to time and/or present You with an updated Agreement, which You acknowledge shall replace and supersede any prior agreements. For avoidance of doubt, the Parties agree that Your assent to a separate or updated agreement is valid and enforceable notwithstanding anything in this paragraph to the contrary.
No Fraud or Reliance on Company Representations. You further acknowledge and agree that You entered into this Agreement based solely upon the terms contained within this Agreement and without relying upon any oral or written inducements, statements or representations by the Company or its agents or representatives that are not set forth in this Agreement.
Severability. If any provision of this Agreement is held for any reason to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement will, nevertheless, remain in full force and effect in that jurisdiction.
Additional Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOICE BEFORE ENTERING INTO THIS AGREEMENT AND/OR CONTINUING WITH THE AGREEMENT, UNDERSTAND YOUR RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, AND THAT THE USE OR RECEIPT OF THE SUBSCRIPTION, SERVICES, OR DISTRIBUTED DATA IS AN ACCEPTANCE BY YOU OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.