Revolutions
52 Program is about supporting people. We encourage you to be involved
in every aspect of Revolutions 52 Program to - display contributions,
host events, write blogs, participate in forums, team up with other
supporters to collaborate on projects, and let the world know about
causes.
To make this Marketplace successful, it is essential all
Revolutions 52 Members respect the intellectual property rights of
others, including copyright and trademarks. You must only upload content
you have created yourself and have permission to use and authorize
others to use. Respecting other people’s intellectual property is an
essential principle of R52 Community.
Displaying your work on R52
puts it out there for the world to see. You need to be aware that
publishing your work in this way attracts legal responsibilities. It is
up to you to make sure you are not breaking any laws by publishing your
work through Revolutions 52.
OVERVIEW AND ACCEPTANCE OF USE
Revolutions
52 (R52) is a curated online marketplace connecting Members to products
and services, accessible through R52 Marketplace and Websites. As
applicable under Applicable Laws, you understand and agree that
Revolutions 52 (R52) is a marketplace and as such is not responsible or
liable for any content, data, text, information, usernames, graphics,
images, photographs, profiles, audio, video, items, products, services,
listings, links, or information posted or provided by you, other
suppliers, other merchants, or other third parties on or through
Revolutions 52 or any of the Services. Your use the Services at your own
risk. You will comply with these Terms and all Additional Terms and
Policies applicable to any products or services you provide through or
offer in connection with the Services.
YOU ACKNOWLEDGE AND AGREE
THAT BY ACCESSING OR USING THE SERVICES (INCLUDING BY RESEARCHING,
SHOPPING, PURCHASING, DOWNLOADING OR POSTING ANY CONTENT FROM OR ONTO
THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS
AND POLICIES REFERENCED IN THESE TERMS. THIS APPLIES WHETHER OR NOT YOU
HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE, THEN
YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT.
If
you have a dispute with any third party over any product, service,
offering, or interaction over the Services, you agree not to make any
claim of any kind or nature against Revolutions 52 or its Affiliates
with respect to such dispute, no matter whether any claims,
requirements, or compensation of damages are known, insured, or
released, as applicable under Applicable Laws.
We reserve
the right, at our sole discretion to modify, suspend, discontinue, or
terminate the Services or any content, feature, or material we provide
thereon, or to modify these Terms, at any time and without prior notice,
and have no obligation to update any information thereon. We will not
be liable if for any reason all or any part of the Services is
unavailable at any time or for any period. From time to time, we may
restrict access to some or all parts of the Services to Members,
including Members.
You agree that it is your
responsibility to monitor changes to our Services. If we modify these
Terms, we will post the modification on the Site or via the Application
and/or provide you with notice of the modification. By continuing to
access or use the Services thereafter, you are indicating that you agree
to be bound by the modified Terms. If the modified Terms are not
acceptable to you, your only recourse is to cease using the Services.
All
Members on the R52 Marketplace are allowed to be Contributors on the
R52 Marketplace to sell products, service and / or rentals.
TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions: For the purposes of this Agreement, the following words and terms shall have the meaning set forth below:
1.1
The term "Products, Services & Rentals" shall mean all products and
services which are listed on the R52's Marketplaces and Websites, as
they will be revised and changed from time to time.
1.2 The Term “Member” shall mean You; the person who desires to act as a Member of R52 Marketplaces.
1.3
The Term “Contributor” shall mean any Member who is a provider of a
product, service or rental on R52 Marketplaces and Websites.
2. Grant of Contributor.
2.1.1
Contributor desires to act as a nonexclusive provider to sell, market
and distribute products, services and or rentals on the R52 Marketplace;
subject to the terms and conditions set forth herein. Member agrees to
comply with all applicable laws, rules, regulations, ordinances, orders,
licenses, permits, judgments, decisions, and other requirements of any
governmental authority, whether domestic, international, federal, state,
local, or provincial, and whether in effect now or in the future and as
may be amended from time to time, including but not limited to the
United States, European Union, European Union Member States and United
Kingdom (“Applicable Laws”), including with respect to e-commerce,
privacy, intellectual property, use of the Services, marketing, sale and
provision of any products or services by you, representations,
warranties and quality assurance of any products or services provided by
you, online conduct, and acceptable content.
3. Representations and Warranties of R52. The R52 represents and warrants to Members and Contributors as follows:
3.1 Organization and Authorization.
R52 is a limited liability corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation
or formation. R52 has the power to enter into and carry out its
obligations under this Agreement. This Agreement has been duly
authorized by R52 and this Agreement is a valid and binding obligation
of the R52.
3.2 Use of Services. For clarity, your use of the Services as a Member is subject to the Member Terms of Service.
3.3 Conflicts with Other Agreements.
Neither the execution and the delivery of this Agreement nor the
consummation of the transactions contemplated hereunder will violate or
constitute a default under any agreement or instrument to which R52 is a
party or by which its rights, title and interest in the Products may be
affected.
4. Representations and Warranties of Member. Member represents and warrants to R52 as follows:
4.1 Organization and Authorization.
Member has the power to enter into and carry out its obligations under
this Agreement. This Agreement has been duly authorized by Member and
is a valid and binding obligation of Member.
4.2 Conflicts with Other Agreements.
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate or
constitute a default under any agreement or instrument to which Member
is a party or by which its property may be affected.
5. Prices of Products, Services And Rentals on R52 Marketplace.
5.1 Determination of Price. Products, Services & Rentals sold on R52 Marketplace shall be determined by the Contributor posting the listing.
5.2 Price Changes. Price changes are effective immediately on R52 marketplaces and websites.
5.3 Price of Listings. Contributor shall in its sole judgment determine the prices at which listings are sold to Members on the R52 Marketplace.
6. Payments for Products.
6.1 Terms of Payment. Contributors
will need to set up their Stipe Payment Processing Account to receive
payments. Stripes will manage all payment transactions.
6.2 Commissions & Payment Processing Fees.
R52 will charge a commission depending on the payment gateway. The
payment gateway may also charge a fee for each payment, as described
below. For Stripe payments, R52 charges a Contributor Selling commission
and a buyer purchasing commission.
7. Acceptance of Orders and Shipment of Products. /
7.1 Placement of Orders. Member must place orders on R52 Marketplaces and / or Websites. Members are directly purchasing from the Contributor Selling on the R52 Marketplace.
7.2 Acceptance.
Members understand and accepts that they are purchasing directly from a
Contributor. Terms and Conditions of the Listing are provided by the
Contributor. All communication listings are to be directly communicated
between the Member and Contributor. You can communicate on the R52
Marketplace.
7.3 Delay or Cancellation of Accepted Orders.
Orders accepted by Contributors shall be subject to Contributor
Capabilities. The R52 Contributor shall promptly notify Member if any
order cannot be filled or of any delays in delivery. R52 shall have no
liability for, delays, failure to deliver or cancellation by
Contributor. Contributor must rectify the problem or refund the Member
within 72 hours. R52 shall have no liability for, delays, failure to
deliver or cancellation due to strikes, fires, the elements, delay from
suppliers, force majeure or other causes beyond the R52 Contributors
control, or any other cause which may affect the R52 Contributor in
competition of orders.
7.4 Shipping of the Products. Contributor is responsible for the coordination and shipping of all products. The
R52 Contributor shall promptly fulfill all orders placed by Members and
shall ship said orders using commercially reasonable standards.
7.4.1 Shipping Dates. The R52 Contributor shall provide the standard delivery time of the products and service they provide.
7.4.2 Packing.
Each Contributor on R52 Marketplace shall be responsible for packing
the Products according to standard commercial practices prevailing at
the time of shipment which are suitable for freight carriers,
international airfreight or sea freight, as the case may be.
8. Contributor Undertakings.
8.1 Sale of Products, Services & Rentals.
Contributor, on its own behalf and on behalf of its agents,
representatives and employees, agrees to conduct any and all sales
activities in connection with the Products / Services / Rentals in a
lawful manner, consistent with the highest standards of fair trade, fair
competition and business ethics.
8.2 Marketing Efforts.
Contributor agrees to use commercially reasonable efforts to develop
demand for the Products / Services / Rentals and to solicit purchases
thereof.
8.2.1 Approval of Advertising. The
Contributor shall have the right to create advertising and promotions
for their brand as necessary. Any advertisements for will need to be
approved in advance by R52.
8.3 Expenses. Unless
otherwise agreed, Contributor shall be obligated to satisfy all of its
costs and expenses incurred in the performance of this Agreement and
shall be solely responsible for the acts and expenses of its employees,
agents and representatives.
8.4 No Additional Compensation.
Member acknowledges and agrees that its sole and entire compensation
for its services (including, but not limited to, the promotion and sales
of the Products, Services & Rentals) shall be the price charged by
the Contributor to Member Customers. The Contributor will receive
payment of listing price minus the Marketplace Commission listed above.
8.5 Representations. The R52 Contributor shall be responsible of any change in the guarantees or warranties offered in connection with the Products, Service or Rentals.
9. Confidential Information. Neither party in its capacity as a “receiving party” shall use nor disclose to any third parties any confidential information concerning the business, or affairs of the other party (the “disclosing party”) which the receiving party
may acquire during the course of its activities under this Agreement
(or any prior agreements between R52 and Member). In addition, a receiving party
shall take any and all necessary precautions to prevent any such
disclosure by any and all of its employees, officers, directors,
representatives, agents or sub-Members. The receiving party
further acknowledges and understands that any right, title and interest
in and to the aforesaid confidential information is vested in the disclosing party and that such properties are the sole property of the disclosing party.
For purposes of this Agreement, it is understood by the parties hereto
that the term “confidential information” shall include, but is not
limited to: information relating to released or unreleased products,
equipment, services, forecasts, business plans or models, or
manufacturing strategies and other strategies; business policies or
practices; technical, financial, marketing, manufacturing, distribution
and other technical or business information or trade secrets; lists or
names of contractors, subcontractors, suppliers and vendors; customer
lists, prospect lists, marketing information, pricing, cost information,
business forms, business and financial records; product design and
other such unpatentable information as defined in California Civil Code
Section 3426.1. All of the foregoing obligations and
restrictions do not apply to that part of the confidential information
that the receiving party demonstrates (a) was or becomes generally
available to the public prior to, and other than as a result of, a
disclosure by the receiving party in violation or breach of this
Agreement or (b) was available, or becomes available, to the receiving
party on a nonconfidential basis prior to its disclosure to the
receiving party, but only if (i) the source of such information is not
bound by a confidentiality agreement with the disclosing party or is not
otherwise prohibited from transmitting the information to the receiving
party by a contractual, legal, fiduciary or other obligation and (ii)
the receiving party provides the disclosing party with written notice of
such prior possession prior to the execution and delivery of this
Agreement.
Both parties
expressly acknowledges that the Confidential Information of R52 consists
of trade secrets and proprietary property having significant commercial
value, and that knowledge of all or any part of the Confidential
Information would potentially yield a competitive advantage over others
not having such knowledge. Accordingly, Member will not disclose any
Confidential Information of R52 to any third party (except to R52’s
directors, employees, consultants, agents and independent contractors as
provided below) for three (3) years following the date of disclosure;
OR (3) years after the last purchase of Products and or Service. Member
may, however, disclose Confidential Information of R52 in accordance
with judicial or other governmental order or as necessary to comply with
any applicable law or regulation governing regulated businesses or the
issuance of securities to the public, provided Representative gives R52
reasonable notice prior to such disclosure and, in the case of a
judicial or governmental order, complies with any applicable protective
order or equivalent judicial decree.
10. Trademarks, Patents and Copyrights.
10.1 Ownership of Trademarks, Patents and Copyrights.
Member hereby acknowledges R52's exclusive right, title and interest in
and to any and all trademarks and trade names (hereinafter such
trademarks and trade names shall be collectively referred to as the
"Trademarks"), patents ("Patents") and copyrights ("Copyrights") which
R52 may have at any time adopted, used, registered, licensed or been
issued in the United States of America, or in any other foreign
location, and agrees that it shall not do, or cause to be done, any acts
or things contesting or in any way impairing or tending to impair any
portion of R52’s right, title and interest in and to the Trademarks,
Patents and Copyrights. Member further acknowledges that, in connection
with any reference to the Trademarks, Patents and Copyrights, Member
shall not in any manner represent that it possesses any ownership
interest in the Trademarks, Patents and Copyrights or the registration
thereof, nor shall any action taken by Member or on Member's behalf
create in Member's favor any right, title or interest in and to the
Trademarks, Patents and Copyrights.
10.1.1 Member hereby
acknowledges R52 Supplier's exclusive right, title and interest in and
to any and all trademarks and trade names (hereinafter such trademarks
and trade names shall be collectively referred to as the "Trademarks"),
patents ("Patents") and copyrights ("Copyrights") which R52 Supplier may
have at any time adopted, used, registered, licensed or been issued in
the United States of America, or in any other foreign location, and
agrees that it shall not do, or cause to be done, any acts or things
contesting or in any way impairing or tending to impair any portion of
R52 Supplier’s right, title and interest in and to the Trademarks,
Patents and Copyrights. Member further acknowledges that, in connection
with any reference to the Trademarks, Patents and Copyrights, Member
shall not in any manner represent that it possesses any ownership
interest in the Trademarks, Patents and Copyrights or the registration
thereof, nor shall any action taken by Member or on Member's behalf
create in Member's favor any right, title or interest in and to the
Trademarks, Patents and Copyrights.
10.2 Copyright Protection.
Member acknowledges the validity of the Copyrights in any and all
written material and/or packaging to which R52 has filed a claim for
copyright protection or obtained a license to use such Copyrights.
Additionally, Member recognizes R52’s exclusive right to seek copyright
protection and/or the registration of any translation of any and all
Sales Literature, promotional or descriptive material furnished to
Member by R52.
10.2.1 Member acknowledges the validity of the
Copyrights in any and all written material and/or packaging to which R52
Supplier has filed a claim for copyright protection or obtained a
license to use such Copyrights. Additionally, Member recognizes R52
Supplier’s exclusive right to seek copyright protection and/or the
registration of any translation of any and all Sales Literature,
promotional or descriptive material furnished to Member by R52 Supplier.
10.3 Patent Protection.
Member acknowledges the validity of the Patents concerning the Products
and in any and all other products or items which have been patented by
the R52 or licensed under which R52 has a right to sell and market the
Products. Additionally, Member recognizes the R52's exclusive right to
apply for a patent for any new products which may subsequently be
covered by this Agreement.
10.3.1 Member acknowledges the
validity of the Patents concerning the Products and in any and all other
products or items which have been patented by the R52 Supplier or
licensed under which R52 Supplier has a right to sell and market the
Products. Additionally, Member recognizes the R52 Supplier's exclusive
right to apply for a patent for any new products which may subsequently
be covered by this Agreement.
10.4 Prominence of Trademarks, Patents and Copyrights.
Member agrees to give due prominence to the fact that the Trademarks,
Patents and Copyrights are the property of R52 or other company as
directed by R52 and in the event that Member refers to the Trademarks,
Patents and Copyrights in advertising, promoting or in any other manner
so as to identify the Products, Member shall clearly indicate R52’s
ownership (or a company designated by the R52) of the Trademarks,
Patents and Copyrights. Member further agrees that before distributing
or publishing any sales literature, promotional or descriptive
materials, R52 has the right to inspect and approve of such materials in
writing and the Member shall provide R52 with an opportunity to inspect
and approve such materials prior to their being used.
10.4.1
Member agrees to give due prominence to the fact that the Trademarks,
Patents and Copyrights are the property of R52 or other company as
directed by R52 Supplier and in the event that Member refers to the
Trademarks, Patents and Copyrights in advertising, promoting or in any
other manner so as to identify the Products, Member shall clearly
indicate R52 Supplier’s ownership (or a company designated by the R52
Supplier) of the Trademarks, Patents and Copyrights. Member further
agrees that before distributing or publishing any sales literature,
promotional or descriptive materials, R52 Supplier has the right to
inspect and approve of such materials in writing and the Member shall
provide R52 Supplier with an opportunity to inspect and approve such
materials prior to their being used.
10.5 Compliance With Laws.
Member agrees that, when referring to the Trademarks, Patents and
Copyrights, it will comply with any and all applicable foreign federal,
state and/or local laws and regulations pertaining to the Trademarks,
Patents and Copyrights or trademarks, trade names, patents or copyrights
in general. Member further agrees to comply with any and all marketing
requirements pertaining to the Trademarks, Patents or Copyrights or
trademarks, trade names, patents and copyrights in general.
10.6 Notification of Violations.
Member shall promptly notify the R52, in writing, of any and all
infringements, imitations, illegal use or misuse of the Trademarks,
Patents and/or Copyrights which shall come to Member's attention.
Member further agrees that it shall not at any time take any action in
and before any courts, administrative agencies or other such tribunals,
or otherwise attempt to prevent the infringement, imitation, illegal use
or misuse of the Trademarks, Patents and/or Copyrights. Member
understands that such action falls wholly within the authority of the
R52 as the sole owner of the Trademarks, Patents and Copyrights or
licensee thereof.
10.7 Assistance in the Protection of the Trademarks, Patents and Copyrights.
Member agrees to render to R52 any and all assistance reasonably
requested of it by the R52 in connection with the protection of the
Trademarks, Patents and/or copyrights, whether such protection is sought
in and before any courts, administrative agencies or other such
tribunals, and to promptly make available to R52, the Member's
representatives, employees, officers, directors, attorneys, agents, any
files, records, and any such other information pertaining to the
advertising, promotion, distribution and sale of the Products.
10.8 Limitation on Member's Rights.
Member agrees that at no time during the Term of this Agreement nor at
any time after this Agreement's expiration or termination, shall Member
adopt, register or use in any manner whatsoever, without the R52's prior
written consent, any word, symbol or combination thereof, which in any
way imitates, resembles or is similar to the Trademarks nor shall Member
in any manner whatsoever infringe the Patents and/or violate the
Copyrights.
10.9 Preservation of Trademarks, Patents and Copyrights.
Member agrees that it will in no way alter, deface, remove, cover up or
mutilate in any manner whatsoever, any trademark, the word "patent"
and/or the patent number, copyright symbol, brand or name which the R52
may attach or affix to or make a part of the Products.
11. Indemnification. The
Member agrees to indemnify, defend and save harmless the R52 and its
officers, directors, agents, employees, shareholders, legal
representatives, successors and assigns, and each of them, from any and
all claims, actions, suits, liabilities, judgments, losses, damages,
costs, charges, attorneys' fees, and other expenses of every nature and
character, which may be imposed on, incurred by or asserted against them
in any way arising out any claim arising out of the negligence or
willful misconduct of Member, its employees or its agents, or the breach
by Member of any term or provision of this Agreement. R52 will
promptly deliver to Member any notices or papers served upon it in any
proceeding covered by this indemnity, and Member will defend same at its
expense. R52 shall, however, have the right to participate in the
defense at its own expense.
11.1 Survival of Terms. The terms of this Section 12 shall specifically survive the cancellation or termination of this Agreement.
12. Disclaimers.
R52 shall not be liable for any special or consequential damages,
whether based upon lost goodwill, lost profits, work stoppage,
impairment of other goods, breach of contract, negligence or such other
actions as may be deemed or alleged to be the cause of a loss or damage
to such a person.
As applicable under Applicable Laws, to the
fullest extent permitted by law, the Member waives claims related to,
and agree that Revolutions 52 and Revolutions 52’s Affiliates, including
any of their officers, directors, employees, consultants, or agents,
are not responsible for: (a) any statements, guarantees,
representations, or warranties made by Member or R52 Supplier, or any
third party through the Services, including with respect to any product,
service, or expected transactions, and including merchantability,
fitness for any particular purposes, or any other express or implied
warranties; (b) implied warranties based on the transaction process, the
performance of the contract, trading practices, or course of dealing;
or (c) any duties, responsibilities, rights, claims, or tort reliefs,
whether or not they are due to Revolutions 52’s or any of its
Affiliates’ negligence. “Affiliate” shall mean, with respect to any
person or entity, any other person or entity that directly or indirectly
controls, is controlled by, or is under common control with that person
or entity.
13. Warranty and Returns.
13.1 Limitation of Product Warranty. R52 is not responsible for any warranty with respect to items a Supplier offers on the R52 Marketplace and Websites.
13.2 Customer Returns.
Each R52 Supplier shall provide a return authorization protocol and
process for Members to use. R52 may from time to time help with the
return authorization process if R52 deems it is necessary.
14. Independent Contractor Relationship.
Member agrees that, with respect to all matters relating to this
Agreement, Member shall be deemed to be an independent contractor and
shall bear all of its own expenses in connection with this Agreement.
Member shall have no authority to assume or create any obligation,
whether express or implied, on behalf of R52 nor shall Member issue, or
cause to be issued, any quotations or draft any letters or documents
over the name of R52, but rather shall use its own name for such
purposes.
15. Term and Termination Date.
15.1 Termimation.
If you breach any of these Terms, R52 will have the right to suspend or
disable your Account or terminate these Terms, in its sole discretion
and without prior notice to you. R52 reserves the right to revoke your
access to and use of the Services and Collective Content at any time,
with or without cause. In the event R52 terminates these Terms for your
breach, you will remain liable for all amounts due hereunder. You may
cancel your Account at any time by sending an email to support@R52.US.
15.2 Termination Date.
The date upon which the term of this Agreement is terminated as
provided for in Section 16 of this Agreement shall be hereinafter
referred to as the "Termination Date".
16. Rights and Obligations Upon Termination or Cancellation. Upon the termination of this Agreement, the parties hereto agree as follows:
16.1 Continuing Obligations.
The parties hereto agree that each shall abide by and uphold any and
all rights or obligations accrued or existing as of the Termination
Date.
17. Compliance With Governmental Regulations.
The parties hereto have entered into this Agreement upon the
understanding that each will comply with all laws materially affecting
the conduct of their respective business and, in the event any law,
statute, legislation, ruling, judgment or order is enacted, adopted or
issued which commercially frustrates the intent of the parties or their
ability to perform, R52 has the right, in its sole discretion,
notwithstanding any other provisions of this Agreement, to immediately
terminate this Agreement or to cease performing or to unilaterally
modify that portion of the Agreement which has been so affected.
18. Force Majeure.
Member understands and acknowledges that R52 shall not be liable for
any or all loss, damage, judgment, detention, delay or failure to
deliver any or all portions of the Products and Service resulting from
causes beyond the R52's control, including, but not limited to, fires,
strikes, insurrection or riots, embargoes, shortages of motor vehicles,
delays in transportation, inability to obtain supplies of raw materials,
requirements or regulations of the United States government and any
other civil or military authority. Furthermore, it shall be understood
that in no event shall R52 be liable for consequential damages.
19. Notices.
All notices or other written communications required or permitted to be
given by the Agreement shall be deemed given if personally delivered or
ten (10) days after it has been sent (the date of posting shall be
considered as the first day and any Sundays, legal holidays or other
days upon which the United States mail generally is not delivered shall
not be counted in determining this period) by United States, registered
or certified mail, postage prepaid, properly addressed to the party to
receive the notice at the following address or at any other address
given to the other party in the manner provided by this Section 21:
If to Member: will be sent to the email of the Member.
__________________
If to R52: support@r52.us
If
notice shall be sent by telegraph or cable, a confirmed copy of such
telegram or cable shall be sent by mail to said addressee. Nothing
contained herein shall justify or excuse failure to give oral notice for
the purpose of informing the parties hereto when prompt notification is
required, however, it shall be understood that such oral notice shall
in no way satisfy the requirement of written notice.
20. Severability.
If any provision of this Agreement is determined to be invalid or
unenforceable, the provision shall be deemed to be severable from the
remainder of this Agreement and shall not cause the invalidity or
unenforceability of the remainder of this Agreement.
21. Assignment.
Member may not transfer or assign this Agreement or any part thereof
without the R52's prior written approval. This Agreement shall be
binding upon and shall inure to the benefit of R52 and its successors
and assigns, and shall be binding upon and inure to the benefit of
Member and its permitted assignees.
22. No Implied Waivers.
The failure of either party at any time to require performance by the
other party of any provision hereof shall not affect in any way the
right to require such performance at any later time nor shall the waiver
by either party of a breach of any provision hereof be taken or held to
be a waiver of such provision.
23. Dispute Resolution - Arbitration.
Member and R52 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 Services
(collectively, “Disputes”) will be settled by binding arbitration,
except that each party retains the right to: (a) bring an individual
action in small claims court; (b) 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; (c) pursue an enforcement action through
the applicable federal, state or local agency if that action is
available; and (d) seek injunctive relief in a court of law in aid of
arbitration. MEMBER ACKNOWLEDGE AND AGREE
THAT DIGITLA WHOLESALER AND R52 ARE EACH WAIVING THE RIGHT TO A TRIAL BY
JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both
Member and R52 otherwise agree in writing, the arbitrator may not
consolidate more than one person's claims, and may not otherwise preside
over any form of any class or representative proceeding. If this
specific paragraph is held unenforceable, then the entirety of this
“Dispute Resolution” section will be deemed void. Except as provided in
the preceding sentence, this “Dispute Resolution” section will survive
any termination of these Terms.
Arbitration Rules and Governing
Law. The arbitration will be administered by the American Arbitration
Association (“AAA”) in accordance with the Commercial Arbitration Rules
(the “AAA Rules”) then in effect, except as modified by this “Dispute
Resolution” section. The parties agree that the Federal Arbitration Act
applies and will govern the interpretation and enforcement of this
Arbitration Agreement.
Arbitration Process. A party who desires to
initiate arbitration must provide the other party with a written Demand
for Arbitration as specified in the AAA Rules. The arbitrator will be
either a retired judge or an experienced attorney licensed to practice
law in the state of California or Texas
Arbitration Location and
Procedure. Unless Member and R52 otherwise agree, the arbitration will
be conducted in the county where R52 deems. If Members claim does not
exceed US$10,000, then the arbitration will be conducted solely on the
basis of documents Member and R52 submit to the arbitrator, unless
Member request a hearing or the arbitrator determines that a hearing is
necessary. If Member claim exceeds US$10,000, Member
