TD Athlete’s Edge, LLC Terms of Service

 

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF SERVICE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY TD Athlete’s Edge, LLC ("TDAE", “we”, “us”, “our”). THIS AGREEMENT SETS FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE http://www.tdathletesedge.com/ and any other URLs and websites owned and OPERATED by TD Athlete’s Edge, LLC and its affiliates (THE "SITE") AND ALL SERVICES PROVIDED BY TDAE ON THE SITE.

 

This Agreement governs all use of the Site and all content, services and products available at or through the Site by the user (“user” “you” “your”). The Site is offered subject to your acceptance of the terms and conditions contained herein, the Privacy Policy, Membership Terms, Member Waiver of Liability and Release Agreement, and all other operating rules, policies and procedures that may be published from time to time on this Site by TDAE (collectively, the “Agreement”).

 

Please read this Agreement carefully before accessing or using the Site. By accessing or using any part of the Site, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any of the services. This Agreement applies to all users of the Site.

 

You affirm that you are either more than 18 years of age, an emancipated minor, or at least 16 years of age and possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

 

If you have any questions, contact us at tdteam@tdathletesege.com.

 

Privacy Policy

The Company respects the privacy of its Service users.  Please refer to the TDAE’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy.  When you access or use the Site, you signify your agreement to the Privacy Policy.

 

Accounts

 

Account Creation. In order to use certain features of the Site, you must register for an online account with TDAE. To complete your registration, you will provide your full legal name, email address, zip code, and create a password.  You are responsible for maintaining the confidentiality of your password and account. If you elect to subscribe to a paid membership via the Site, you will provide payment information (credit card information and billing address). 

 

Account Responsibilities. You are fully responsible for all activities that occur under your password or account. You are further responsible for any and all liability and/or damage resulting from your failure to maintain password confidentiality.  It is important for you to protect against unauthorized access to your computer.  Be sure to log off when you finish using a shared computer.  You agree to immediately notify TDAE of any unauthorized use of your password or any breach of security. You also agree that TDAE cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.

 

You must keep your account information up-to-date and accurate at all times, including a valid email address. To utilize the paid services via our Site you must provide and maintain valid payment information such as valid credit card information with the TDAE merchant services provider, Zen Planner, PaySimple, Paysafe, Square, or Shopify. For information on Zen Planner, PaySimple, Paysafe, Square, or Shopify and your payment information, please see the TDAE Privacy Policy .

 

You may not transfer or sell your TDAE account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

 

TDAE reserves the right to refuse service to anyone and or terminate their online account, for any reason, at any time. TDAE reserves the right to terminate accounts that have been inactive for a period of six (6) months or longer.  Once your account is terminated, you understand and acknowledge that TDAE may permanently delete your account and all data associated with it.

Payment Terms

 

Certain services provided by TDAE, and certain functionality on the Site, may be subject to certain payment terms or fees as determined in our sole discretion.  We will provide notice of those fees then in effect in relation to any of our paid Services. If you wish to receive or use a paid Services, you are required to pay all applicable Fees in advance.

 

Pricing. Please see the options and pricing for our services on the Site or contact TDAE at tdteam@tdathletesege.com or (978) 712-0260 for more information. TDAE may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in this Agreement.

 

Payment Information; Taxes. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.

 

Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Site and our services. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with TDAE and User’s account must be adequately funded to pay for any services rendered.

 

Recurring Payment Authorization. By agreeing to set up payments on a monthly recurring basis, you are giving us permission to charge your on-file ACH account, credit card, PayPal account, or other approved methods of payment for fees that you authorize TDAE to satisfy your obligations hereunder.

 

Notification of Non-Payment. If your card cannot be charged your access to our services may be suspended and you will need to update your card information in order to resume use. 

 

 

Site Content

 

No Advice. The content, (which includes any text, graphics, images, video, blogs, tutorials, or other material contained, accessed or entered on the Site (“Content”), on this Site is provided by TDAE for educational, general advisory, and informational purposes only.  TDAE’s nutritional, training, and/or exercise suggestions are not intended to be complete and comprehensive advice on your health, physical fitness, diet and nutrition, but rather are based on the general observations of TDAE.  None of the Content should be considered an endorsement, representation or warranty that any particular method, strategy or course of action is appropriate for your individual situation. The information on the Site is not provided by a physician, certified nutritionist, or psychologist, and the scope of the consultation services does not include treatment or diagnosis of specific illnesses or disorders.  You should not rely on this information as a substitute for professional medical advice, diagnosis, or treatment. You understand that some of the nutrition and/or physical fitness advice on this Site is not universally accepted as evidence-based practice and is neither sponsored, approved, recommended nor endorsed by the USDA (United States Department of Agriculture), FDA (Food and Drug Administration), NIH (National Institutes of Health), AHA (American Heart Association), ADA (American Diabetes Association), or AND (Academy of Nutrition and Dietetics). The information on this Site is not intended as medical advice, medical nutrition therapy or individualized nutrition counseling/coaching. The TDAE Site and its authors do not claim to cure, prevent, diagnose, or treat any disease, disorder, or health condition. Always consult a qualified healthcare professional before changing your diet or medications or beginning any exercise routine. If you have any concerns or questions about your health, you should always consult with a physician or other health-care professional. Do not disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on this Site. The use of any information provided on this Site is solely at your own risk. This advice is provided “as is.”  No warranty as to the accuracy or completeness of the information and general advice on the TDAE Site is implied or given.  TDAE cannot guarantee and does not promise any specific results from use of its Site or TDAE services. No advice or information, whether oral or written, obtained by a user from TDAE shall create any warranty not expressly stated in these terms.

 

Intellectual Property Ownership. Healthy Work, and other Healthy Work graphics, logos, designs, page headers, button icons, scripts, and service names are copyrights, registered trademarks, trademarks or trade dress of Healthy Work, Inc. in the U.S. and/or other countries. Healthy Work's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion to consumers or in any manner that disparages or discredits Healthy Work.  All other trademarks not owned by Healthy Work that appear on this site are the property of their respective owners. 

 

You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Site, by Healthy Work, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any content received through the Site without the authorization of Healthy Work or the content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute content available through the Site, in violation of applicable copyright and other intellectual property laws.

 

You acknowledge and agree that the Site and any software provided to you or used in connection with the Site, ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without Healthy Work’s express written consent.

 

 

Rights and Licenses

License to Use Site. We grant you a non-transferable, non-exclusive, right to access and use the Site for your personal use.

 

Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or any Content thereon; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Content; (c) you will not access the Site or Content in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Site or Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site and/or Content will be subject to the terms of this Agreement. All copyright and other proprietary notices on the Site and/or the Content must be retained on all copies, provided you have TDAE’s consent to make such copies.

 

Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Site and/or our services with or without notice. You agree that we will not be liable to you or to any third-party for any modification, suspension, or discontinuance of the same.

 

No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site.

 

Ownership of the Services. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, on the Site or provided through the Site, are owned by TDAE or our licensors. The provision of the Site and/or our services does not transfer to you or any third-party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.

 

Your Content and Prohibited Activities

User Generated Content. You are solely responsible for your conduct and activities on and regarding TDAE, your use of the Site and any and all data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, polls, surveys,  and links (together, "User Content") that you submit, post, store, and/or display on or through TDAE.

Prohibited Activities. You hereby represent and warrant that you shall not use the services or the Site to:

  • Upload, download, post, email or otherwise transmit any User Content in a fraudulent manner/for the purposes of committing a fraud.

 

  • Upload, download, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.

 

  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

 

  • Upload, download, post, email or otherwise transmit any User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.

 

  • Upload, download, post, email or otherwise transmit any User Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.

 

  • Harm minors in any way, including, but not limited to, uploading User Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload User Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children.

 

  • Upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation.

 

  • Upload, download, post, email or otherwise transmit 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, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

 

  • Upload, download, post, email or otherwise transmit false, inaccurate, or misleading information.

 

  • Disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, third-party sites, vendor’s or customer’s sites, or networks connected to or accessible through the Site or affiliated or linked websites.

 

  • Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.

 

  • Disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites.

 

  • Frame the Site within another Site or webpage or link to the Site except as permitted in writing by TDAE or Host images not part of a listing.

 

  • Incorporate images or names that would violate a person's right of privacy or publicity; or

o   incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness without their express written consent.

 

  • Use a manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the service or Site.

 

  • Copy, modify or distribute rights or User Content from the Site, service or tools or TDAE’s copyrights and trademarks.

 

  • Harvest or otherwise collect information about users, including email addresses, without their consent.

 

  • Violate this Agreement, the Privacy Policy, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)

 

  • Take any action that may undermine online reviews or feedback.

 

  • Appear to create liability for TDAE or cause TDAE to lose (in whole or in part) the services of TDAE's ISPs or other suppliers.

 

Right to Remove User Content. You acknowledge that TDAE does not pre-screen submitted User Content, but that TDAE and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any User Content from the Site. TDAE does not endorse any User Content submitted to the Site by any user or other licensor, or any opinion, claim, recommendation, or advice expressed therein, and TDAE expressly disclaims any and all liability in connection with any User Content. Without limiting the foregoing, TDAE and its designees shall have the right to remove, without prior notice, any User Content that violates the Agreement or is otherwise objectionable to TDAE. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.

 

 Your Responsibility for your use of the Site. You agree that you are responsible for actions and communications undertaken under your account. TDAE takes no responsibility and assumes no liability for any User Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third-party may encounter. You agree to waive any claims against TDAE and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, User Content or materials on the Site. You agree to indemnify TDAE and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.

 

Applicable Laws. You agree that you will use this Site in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.

 

Suggestions. Healthy Work considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Site or otherwise (other than the account information, personal information) (collectively, the "Material") to be non-confidential and non-proprietary, and Healthy Work shall not be liable for the disclosure or use of such Material. If, at Healthy Work's request, any user sends Material to improve the site (for example through the Forums or to customer support), Healthy Work will also consider that Material to be non-confidential and non-proprietary and Healthy Work will not be liable for use or disclosure of the Material. Any communication by you to Healthy Work is subject to this Agreement.  The intellectual property rights in or relating to the Material  will automatically be deemed to be assigned, granted and transferred by you to Healthy Work upon their submission or communication to Healthy Work, and you do assign all rights therein to Healthy Work and agree that the same will automatically become the property of Healthy Work and that Healthy Work may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, Healthy Work may elect, forever, without compensation or accounting to you and without further recourse by you.

 

Indemnity. You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third-party due to or arising out of (a) your use of the Site or services, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Links to Other Sites and/or Materials

 

Third-Party Sites, Ads and Ad Networks. As part of the Service, we may provide you with convenient links to third-party website(s) (“Third-Party Sites”) as well as content or items belonging to or originating from third parties (the “Third-Party Applications, Software or Content”).  Users may also include links to their website or other Third-Party Sites on their listings.  These links are provided as a courtesy to Service subscribers.  We have no control over Third-Party Sites and Third-Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third-Party Sites or Third-Party Applications, Software or Content.  If you decide to leave the Site and access the Third-Party Sites or to use or install any Third-Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

 

Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third-Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

 

Disclaimers

THE SERVICES, INCLUDING THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 

Limitation on Liability

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.  FURTHERMORE, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF ANY ACCOUNTING SOFTWARE PROVIDER’S SERVICES.

 

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOU’VE PAID TDAEIN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

Term and Termination.

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Site and/or services (including your online account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site and/or services will terminate immediately. You understand that any termination of your online account involves deletion of your User Content from our database. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.

 

DMCA and Intellectual Property Rights Policy

 

As Healthy Work asks that others respect its intellectual property rights, Healthy Work respects the intellectual property rights of others. If you believe that material located on or linked to by the Site violates your copyright or trademark, you are encouraged to notify Healthy Work in accordance with Healthy Work’s Digital Millennium Copyright Act (“DMCA”) Policy (see below). Healthy Work will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Site. Healthy Work may terminate a user’s access to and use of the Site at Healthy Work’s sole discretion if Healthy Work determines that the user is or may be infringing on the copyrights or other intellectual property rights of Healthy Work or others.

 

To notify Healthy Work of infringing or unlawful content, please provide Healthy Work with the following information:

·                Your name, address, telephone number and e-mail address;

·                A description of the exact location on the Site of the infringing or unlawful content;

 

·                A description of the claimed infringing or unlawful content, specifying which parts you believe infringe or are unlawful and which parts you believe should be removed;

 

·                In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;

 

·                In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and

 

·                A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content.

 

Healthy Work takes such notices very seriously.  Healthy Work will evaluate the provided notice and if appropriate, based on Healthy Work’s sole discretion, remove the content or disable access to the content.   Based on Healthy Work’s judgment, Healthy Work may notify the source of the content of your complaint and Healthy Work’s actions in response to your complaint.  Healthy Work reserves the right in Healthy Work’s sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed.  Healthy Work encourages you to seek the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user.

 

Healthy Work may be notified of claims of intellectual property infringement by mailing or emailing the above-requested information to

TD Athlete’s Edge, LLC

Attn:

63 ½ Jefferson Avenue

Salem, MA

Email: tdteam@tdathletesedge.com 

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND TDAE HAVE AGAINST EACH OTHER ARE RESOLVED.

 

You and TDAE agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to the Site, or any products or services sold or purchased through the Site, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

 

Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction.

 

Agreement to Arbitrate

 

You and TDAE each agree that any and all disputes or claims that have arisen or may arise between you and TDAE relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to the Site, or any products or services sold, offered, or purchased through our Site will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in Suffolk County, Massachusetts, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

 

The arbitration will be conducted by JAMS Arbitration ("JAMS") under its applicable rules and procedures, as modified by this Agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

 

You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.

 

With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules and procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Suffolk County, Massachusetts.

 

General

Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice.  You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

 

Last Updated September 6, 2019