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RIGHT-MOBILE CONSULTANT (RMC)
TERMS OF SERVICE
Welcome to the rmc.wrightsoft.com website (the “Site”). These Terms of Service ("Terms”) govern your use of the Site and the conditions under which the Site is being made available to you. By using the Site, you will be deemed to have accepted the Terms. If you do not accept the Terms, you may not use this Site. In these Terms, "you" means the person or company using the Services; "we" or "us" means MiTek Inc. and its owners, directors, officers, employees, partners, agents, representatives, affiliates, contractors, service providers, and/or designees; and "Content" has the meaning given in Section 6.
1. DESCRIPTION OF SERVICE
(a) The “Service” means (i) permitting you to access the Site, (ii) processing data you submit as described on the Site from time to time, (iii) permitting you to store your processed data as provided in Section 1(c), (iv) permitting you to access your processed data for so long as you are a Registered User, and (v) permitting you to download your processed data as provided in Section 1(c).
(b) The Service may include advertisements as well as other communications, such as service announcements and administrative messages. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms. The Service is provided "AS-IS" and we assume no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.
(c) As part of the Service, for so long as you are a Registered User, we will permit you to store up to 1500 RMC project files on the Site (additional storage is available at prices as posted on the Site from time to time). You may access your processed data at any time, and from time to time, so long as you are a Registered User. We reserve the right to establish or modify our general practices and limits relating to storage of data and other content. The storage and download features of the Service are provided “AS-IS”; there is no guarantee or representation regarding “up time” or accessibility. We assume no responsibility for loss, deletion, misdelivery or failure to store any of your processed data.
2. YOUR REGISTRATION OBLIGATIONS You represent that you are at least 18 years old and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction. You must:
(a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and
(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
3. MEMBER ACCOUNT, PASSWORD AND SECURITY You may receive or create a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account designation, and are fully responsible for all activities that occur under your password or account. You must
(a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and
(b) ensure that you exit from your account at the end of each session.
4. PRIVACY POLICY; USE OF PERSONALLY IDENTIFIABLE DATA; USE OF OTHER DATA
(a) Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at www.wrightsoft.com/privacy. By registering to use the Service, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by us and our affiliates.
(b) The Site is hosted in the United States. If you are visiting from the European Union or other regions with laws governing data collection and use that differ from U.S. law, please note that you may transfer Content to the United States and by providing Content to us you represent, warrant, and covenant to us that: (i) you have the authority and right to enter into this Agreement, to grant the rights granted by you under this Agreement, and to perform your obligations under this Agreement; (ii) any consents or approvals required from any third party or governmental authority with respect to the entering into or the performance of this Agreement by such party, are in place, or will be obtained by you as may be necessary for either party to perform its obligations, (iii) you are authorized to distribute the Content to us, and (iv) you are not breaching any applicable data privacy rule or regulations, any of your contractual obligations, or any of your internal privacy policies. (c) In addition to use sanctioned by the Privacy Policy, you grant us the unlimited right to access, distribute, copy and use any of your processed data (not including any contact information for your or your customers) for data aggregation and data mining purposes, provided that such processed data is not used or distributed in such a way that you are identified (or identifiable) as the source thereof.
5. BILLING; TAXES You agree to pay all charges, recurring fees, applicable taxes and other charges (collectively herein "Charges") incurred by you at the rates in effect for the billing period in which those charges are incurred. We may change rates or institute new charges at any time upon 30 days prior notice; relevant information will be posted at www.wrightsoft.com/rmc or otherwise provided to you by us. You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment. This means that, unless your account or credit card information is obtained unlawfully or fraudulently, you will be responsible for all usage and purchases made on your card. A service charge, up to the maximum allowed by the state you reside in, will be assessed to your Account for each check that is returned to us for insufficient funds. All payments are due in advance. If your Account is delinquent, your account (and accordingly use of the Service) may be suspended or canceled at our sole discretion. If your account is suspended, regular charges continue to accrue until you cancel your account. We may, at our sole discretion, charge a fee to reinstate a suspended Account. Interest charges of 1 1/2% per month (or the highest rate permitted by law if lower than 1 1/2% per month) will accrue daily on any unpaid balance which is more than 30 days old. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on your account. You agree to inform us of any billing problems or discrepancies within 90 days after they first appear on your Account statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, if any charges are being collected by us on behalf of a supplier, then such supplier shall be an express third party beneficiary of this section. All currency references are in U.S. dollars. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You, and not us, are responsible for any such taxes, levies, or duties related to your transactions, excluding only our United States federal or state income taxes.
6. MEMBER CONDUCT All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not us, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. We do not control the Content posted via the Service and, as such, do not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. You may not use the Service to:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, indecent, pornographic, sexually explicit or abusive, slanderous, libelous, defamatory invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a Web site Service administrator, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Web site, or otherwise provide false or misleading statements of fact;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Web site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
j. interfere with or disrupt the Web site or servers or networks connected to the Web site, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
k. intentionally or unintentionally violate any applicable local, state, national or international law;
l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
m. "stalk" or otherwise harass another; and/or
n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
We and our designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, we and our designees have the right to remove any Content that violates the Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by us or submitted to us.
We may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect our (or our users or the public's) rights, property, or personal safety.
The technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
7. INTERSTATE NATURE OF COMMUNICATIONS ON NETWORK In using the services to send electronic communications, you will be causing communications to be sent through our and our supplier's computer networks, portions of which may be located in various states in or outside the United States. Even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. You acknowledge that use of the Service results in interstate data transmissions.
8. SPECIAL ADMONITIONS FOR INTERNATIONAL USE Recognizing the global nature of the Internet, you must comply with all local rules regarding online conduct and acceptable Content. Specifically, you must comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
9. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
We do not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on areas of the Site accessible to other members, you grant us the following world-wide, royalty free and non-exclusive license(s), as applicable:
(a) With respect to Content you submit or make available for inclusion on areas of the Site accessible to other members, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes for which such Content was submitted or made available.
(b) With respect to photos, graphics, audio or video you submit or make available for inclusion on areas of the Site accessible to other members, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service for the purposes for which such Content was submitted or made available.
With respect to Content other than photos, graphics, audio or video you submit or make available for inclusion on areas of the Site accessible to other members, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
10. INDEMNITY
You hereby indemnify and hold us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, consultant and agents harmless from any claim or demand (including reimbursing us any reasonable attorneys' fees incurred by us in the defense of any such claim or demand), made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another. We retain the right to retain counsel of our choosing in our sole discretion. Furthermore, you must cooperate in good faith to assist us in our defense and any settlement negotiations related thereto, and to reimburse us for reasonable settlement amounts, if any.
11. NO RESALE OF SERVICE
You may not reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your account name ), use of the Service, or access to the Service.
12. GENERAL PRACTICES REGARDING USE AND STORAGE
We may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that uploaded Content will be retained by the Service, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. We have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. We may modify these general practices and limits from time to time in our sole discretion.
13. MODIFICATIONS TO SERVICE
We may at any time and from time to time modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
14. TERMINATION
We may, under certain circumstances and without prior notice, immediately terminate your account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) you have engaged in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your account includes (a) removal of access to all offerings within the Service, including but not limited to your processed data which is stored on the Site, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring further use of the Service. Further, all terminations for cause shall be made in our sole discretion and we shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Service.
15. DEALINGS WITH THIRD PARTIES
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. We are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
16. OUR PROPRIETARY RIGHTS
The Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not access the Service by any means other than through the interface that is provided by us for use in accessing the Service. In general, the Service is provided in a manner which does not result in your downloading or using any of our Software. In the event that we do, however, provide you with Software (such as a plug-in or similar item), we grant you a limited, personal, non-transferable and non-exclusive right and license to use the object code of its Software in connection with your access to the Service for the period of your subscription of your license to the Service; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You may not modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You may not rent, lease, loan, sell, distribute or create derivative works based on the Software, in whole or in part. Unless otherwise specified, MiTek does not make available to you any source code for the Software or related to the Service, and regards and treats such source code as trade secret and/or highly confidential information proprietary solely to MiTek. Your access to the Service is provided as a software as a service (“SaaS”) and is available to you only for the period of your subscription to the Service (“Subscription Period”) provided that you have made all payments of Charges described herein, and otherwise complied with the Terms set forth herein.
17. WARRANTIES; DISCLAIMER OF WARRANTIES
(a) EXCEPT AS PROVIDED ABOVE, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) WE MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN 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 OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
(e) All payments are non-refundable, and no refunds will be due to you for any reason, even if, without limitation, you are not satisfied with the Service, you are not able to access the Service, the Service changes, or we freeze, change, or terminate your membership.
18. LIMITATION OF LIABILITY WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IF, NOTWITHSTANDING THE ABOVE, THE DISCLAIMER OF LIABILITY SET OUT ABOVE IS NOT ENFORCEABLE, OUR AGGREGATE LIABILITY TO YOU FOR ALL CASES AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS.
19. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
20. NO THIRD PARTY BENEFICIARIES
Except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.
21. NOTICE
We may provide you with notices, including those regarding changes to the Terms, by either email, regular mail, or postings on the Service. Any notice you desire to send to us must be sent exclusively by submitting an electronic message through the Contact section of the www.wrightsoft.com website (and selecting the appropriate category for your message), unless explicitly instructed to do otherwise in the Terms.
22. TRADEMARK INFORMATION Right-J®, Right-J® Mobile, Right-Draw®, Right-D®, Right-$TM, Right HVTM Duct, Right-DuctTM Free, Right-Contact™, Right 2LineTM, Right-Radiant®, Right-LoopTM, Right-Proposal®, Right-Sales®, Right-CommLoad®, Right-CommDuctTM, Right-Comm2LineTM, Right-CatalogÔ, and Right-N® are our trademarks and services marks (the “Marks”). You may not display or use the Marks in any manner without our permission.
23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent the following information: 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2. a description of the copyrighted work or other intellectual property that you claim has been infringed; 3. a description of where the material that you claim is infringing is located on the site; 4. your address, telephone number, and email address; 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: By mail: Wrightsoft Corporation, 131 Hartwell Avenue, Lexington, MA 02421 To: Mrs. Jane E. Schuler By phone: 1-781-862-8719 By fax: 1-781-861-2058 By email: jschuler@wrightsoft.com
24. GENERAL INFORMATION
Entire Agreement. The Terms (including the Privacy Policy, which is incorporated by reference) constitute the entire agreement between you and us and governs your use of the Service, superseding any prior agreements between you and us with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content, or third-party software. Choice of Law and Forum. The Terms and the relationship between you and us shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. Your exclusive forum for bringing any claim or cause of action against us is the courts located in the City of Boston, Massachusetts U.S.A. You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief. Arbitration. Notwithstanding anything herein, if we elect in our sole discretion to resolve any claim through arbitration, you must cooperate fully with and be bound by such arbitration, without further recourse of any kind. The American Arbitration Association (“AAA”) shall preside over such arbitration. Such arbitration shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. All proceedings shall take place in the City of Boston metropolitan area. If there is a conflict between the rules of the AAA and any provision of the Terms, the Terms shall govern. You are responsible for all costs that you incur in the arbitration, including without limitation, expert witnesses or attorneys. The reasonable filing fees and arbitrator’s costs and expenses shall be advanced by us. However, if the arbitration is decided in our favor, you must reimburse us for all of our fees, costs, and expenses related to the arbitration, including without limitation, all fees, costs, and expenses related to filing, arbitrators, expert witnesses, attorneys, and other third parties. Waiver and Severability of Terms. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No Right of Survivorship and Non-Transferability. Your account is non-transferable and any rights to your account or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
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