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Effective: March 20, 2022
 
Please read the following Terms of Use (the “Terms of Use”) carefully. These Terms of Use govern your use of the JAVAD website and mobile application (collectively, the “Website”), any associated Content (as defined below), material, or functionality contained on the Website, all interactive features, widgets, blogs, social networks and social network pages, and other online or wireless offerings that post a link to, or are otherwise covered by, these Terms of Use, whether accessed via computer, mobile device or other technology or any associated content, material, or functionality contained on the Website (collectively, the “Services”). The Website is the property of JAVAD GNSS, Inc. (“JAVAD” or “we”, “us” or “our”). By accessing, browsing, downloading, using, or registering for, or otherwise using any Content, material, or functionality contained on the Website, you acknowledge that you have read and understood these Terms of Use and that you accept and agree to be bound by them in full. If you do not agree to these Terms of Use, then do not use the Website or any portion thereof. Any use of the Website is at the sole risk of the user.
 
Please read these Terms of Use carefully. They require us to resolve disputes through arbitration on an individual basis rather than jury trials or class actions.
 

The Services
 
The Services constitute a technology platform via the Website that offers JAVAD GNSS, Inc. hardware and software products through an online ordering system.
 

Changes to the Terms of Use
 
We may update these Terms of Use from time to time and may amend them at any time to incorporate additional terms specific to additional features, applications, opportunities, or Services that we may make available on or through the Website. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of these Terms of Use.
 
You should review these Terms of Use often to stay informed of changes that may affect you, as your continued use of the Website signifies your continuing consent to these Terms of Use.
 
The most recent version of the Terms of Use is reflected by the effective date specified in these Terms of Use. The version of these Terms of Use posted at www.javad.com on each respective date you use the Website shall be the Terms of Use applicable to your access and use of the Website on that date. Our electronically or otherwise properly stored copies of these Terms of Use shall be deemed to be the true, complete, valid, authentic, and enforceable copy of the version of these Terms of Use which were in force on each respective date you used the Website.
 

Access and Use
 
In these Terms of Use, “you” and “your” refer to (a) you, the individual using the Website, and (b) the business entity on whose behalf an individual or electronic agent is using the Website. You represent and agree that all information that you provide to us in connection with your use of the Website is and shall be true, accurate, and complete, to the best of your knowledge, ability, and belief. We reserve the right to terminate these Terms of Use, or to refuse, restrict, or discontinue access to the Website (or any portions, components, or features thereof) to you or any other person or entity, for any reason or for no reason whatsoever, at any time, without notice or liability. Failure to comply with these Terms of Use may, among other things, result in the immediate termination of your access to and use of the Website and any related Services.
 
JAVAD grants you a personal, non-exclusive, non-transferable, revocable, limited license to use the Website and to view or access the Website solely for your personal or internal use and subject to the condition that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer (except solely to the extent such prohibition is precluded by applicable law), reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Website, the Services, or any other Content available via the Website. You further agree neither to modify the Website, or any part thereof, in any form or manner, nor to use any modified versions of the Website or the Services, for any reason whatsoever, without the express written consent of JAVAD. You may not attempt to gain any unauthorized access to the Website, its associated Content or computer systems, software, or networks. No redistribution of any Content, materials, or information contained on or offered through the Website or the Services is permitted, unless expressly specified in a prior agreement between you and JAVAD.
 

User Responsibility; No Unlawful or Prohibited Use
 
Any use or attempted use of the Website for the following is prohibited: (i) for any unauthorized, fraudulent or malicious purpose; (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (iii) that could interfere with any other person’s or entity’s use and enjoyment of the Website; (iv) to gain unauthorized access to computer systems, software or networks connected to any server or systems or to any other accounts, including, without limitation, through hacking, password mining or any other means; (v) to access systems, data or information not intended by JAVAD to be made accessible to a user; (vi) to attempt to obtain any Content, materials or information through any means not intentionally made available by us; or (vii) for any use other than the purpose for which it was intended.
 
In connection with your use of the Website, you shall at all times conduct yourself with due regard to the public conventions and morals, as determined by JAVAD in its sole discretion. Without limiting the generality of the foregoing, you shall not do or commit any act, omission, or other thing that, in JAVAD’s sole discretion, will tend to degrade JAVAD in society or bring JAVAD into public hatred, public disrepute, contempt, scorn, or ridicule, or that will tend to shock, insult or offend the community or public morals or decency or prejudice JAVAD or its public image in general.
 
In addition, in connection with your use of the Website, you agree that you will not (and will not attempt to):
 

  • Upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
  • Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any JAVAD representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
  • Upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  • Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
  • Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
  • Violate any applicable local, state, national, foreign or international law;
  • Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
  • Delete or revise any material posted by any other person or entity;
  • Probe, scan, test the vulnerability of or breach the authentication measures of, the Website or any related networks or systems;
  • Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any products or Services if you are not expressly authorized by such party to do so;
  • Harvest or otherwise collect information about others, including without limitation e-mail addresses, mobile numbers etc.; or
  • Use any robot, spider, scraper, or other automated or manual means to access the Website or copy any Content or information on the Website.

 

JAVAD reserves the right to monitor the use of the Website and the Services and to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a user’s access and/or account, whether temporarily or permanently. JAVAD may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, JAVAD reserves the right at all times to disclose any information as JAVAD deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in JAVAD’s sole discretion. You also agree to reimburse JAVAD for any damage, loss, cost or expense JAVAD incurs (including, without limitation, fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Website for any unlawful or prohibited purpose. JAVAD reserves the right to remove any user-submitted material that may be infringing on another person’s intellectual property rights with or without notice to the infringer and in accordance with applicable intellectual property or other laws, including, without limitation, the Digital Millennium Copyright Act (“DMCA”).
 
Any information, images, communications, or material of any type or nature that you submit to the Website, or any of our pages contained on a social media platform or website by email, chats, posting, messaging, uploading, downloading, or otherwise (collectively, a “Submission”) is done at your own risk and without any expectation of privacy.
 

Proprietary Content
 
JAVAD respects the intellectual property rights of others and expects you to do the same. We have expended substantial time, effort and funds to create the Website and to collect and provide the features, materials, opportunities, and Services that are available on or through the Website. You understand and agree that JAVAD owns, or (where required, appropriate, or applicable) has been licensed or otherwise made available to us by third parties to use, all right, title, and interest in and to the Website and the features, materials, opportunities, and Services made available on or through the Website, and all information, text, data, computer code, music, artwork, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other materials contained therein, and the compilation, collection, design, selection, and arrangement thereof (collectively, the “Content”), including, without limitation, the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content. You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing and using the Website and the Content. Such intellectual property and proprietary rights may include, but are not limited to, various patents, copyrights, trademarks and service marks, registered trademarks and service marks, trade dress protection, and trade secrets, and all such rights are and shall remain the property of JAVAD or its licensors and Content-providers. For the avoidance of doubt, “Content” does not include any third party materials or any features, opportunities, or services made available through any linked materials.
 

Prepaid Services
 
From time to time, JAVAD may offer you opportunities to purchase prepaid cellular services that are part of an Options Authorization File (OAF) with your product. This is not a subscription. If you select that option when purchasing, the payment is prepaid either monthly or for a year, depending on the type of service. Pre-paid services are nonrefundable and may not be canceled but rather expire at the end of the period you selected. You may order additional time periods on a prepaid basis. JAVAD reserves the right to discontinue any Services at any time for any reason, either on a customer by customer basis or for all customers.
 

Disclaimer of Warranties
 
JAVAD does not promise, covenant, represent, warrant, or guarantee that you or any other user of the Website will obtain any particular or tangible result or goal through the use of the Website, or obtain any other product or service in connection with use of the Website. It is solely your responsibility to take appropriate precautions to ensure that any information, materials, software, or data that you submit to or through the Website or JAVAD, or that you access, use, download, or otherwise obtain on or through the Website or JAVAD, are: (a) up-to-date, accurate, complete, reliable, truthful, and suitable to and appropriate for the purpose for which they are intended; and (b) free of viruses and other disabling devices and destructive routines.
 
THE INFORMATION, SOFTWARE, CONTENT, SERVICES, AND MATERIALS AVAILABLE FROM OR PROVIDED ON THE SYSTEM OR VIA THE SERVICES ARE PROVIDED BY JAVAD AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
 
JAVAD AND/OR OUR AFFILIATED COMPANIES, OFFICERS, MEMBERS, THIRD PARTY SUPPLIERS AND/OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM, CONTENT OR ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE SYSTEM OR THROUGH JAVAD ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND THE CONTENT, MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE SYSTEM AND THROUGH JAVAD ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. JAVAD PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SYSTEM AND THE SERVICES WITHOUT NOTICE. FURTHER, JAVAD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SYSTEM OR THE SERVICES. JAVAD SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SYSTEM. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE EXISTENCE OF ANY MARKET DEMAND FOR BUSINESSES LISTED ON OUR WEBSITE OR ANY EXPECTATION OF PROFITS ARISING OUT OF LISTING ON OUR WEBSITE OR PARTICIPATION IN THE JAVAD COMMUNITY.
 
IN USING THE WEBSITE, YOU ACCEPT THE INHERENT SECURITY IMPLICATIONS OF DATA TRANSMISSION OVER THE INTERNET AND THE WORLD WIDE WEB CANNOT ALWAYS BE GUARANTEED AS COMPLETELY SECURE. THEREFORE, YOUR USE OF THE WEBSITE WILL BE AT YOUR OWN RISK.
 

Limitation of Liability
 
IN NO EVENT SHALL JAVAD OR ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, OR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY DIRECT OR INDIRECT LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SYSTEM, THE CONTENT, MATERIALS, AND SERVICES ACCESSIBLE ON OR THROUGH THE SYSTEM OR THROUGH JAVAD; (B) THE USE, COPYING, OR DISPLAY OF THE SYSTEM OR THE CONTENT OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SYSTEM OVER THE INTERNET; (C) JAVAD’S PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS OF USE; (D) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT BY YOU, OTHER USERS OF THE SYSTEM, OR OTHER THIRD PARTIES; (E) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY JAVAD OR ANY THIRD PARTY; OR (F) THE AVAILABILITY, RELIABILITY, ACCURACY, TIMELINESS, OR QUALITY OF ANY SERVICES OFFERED, MADE AVAILABLE, PROVIDED, OR ACCEPTED BY YOU OR ANY THIRD PARTY, IN CONNECTION WITH THE SYSTEM OR ITS USE.
 
UNDER NO CIRCUMSTANCES SHALL JAVAD, OR ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, OR THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SYSTEM, THE SERVICES, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (F) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL OF JAVAD, EVEN IF JAVAD WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
 
IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF JAVAD AND ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS OF USE TO THE GREATER OF (I) FIFTY US DOLLARS ($50 USD); OR (II) THE MOST LIMITED AMOUNT PERMITTED BY LAW.
 
JAVAD reserves the right to do any of the following at any time without notice: (i) modify, suspend, or terminate operation of or access to the Website, or any portion of the Website, for any reason; (ii) modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (iii) interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, perform error correction, or make other changes.
 

Indemnification
 
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD JAVAD HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, SUITS OR OTHER PROCEEDINGS, AND ALL RESULTING LOSS, DAMAGE, LIABILITY, COST, AND EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), BROUGHT BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF CONTENT, DATA, OR INFORMATION THAT YOU SUBMIT, POST TO, OR TRANSMIT THROUGH THE WEBSITE OR JAVAD, YOUR ACCESS TO AND USE OF THE CONTENT, THE WEBSITE, AND OTHER MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE WEBSITE AND JAVAD, YOUR VIOLATION OF THESE TERMS OF USE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE, AND YOU GRANT TO US, THE RIGHT TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER. ALL RIGHTS AND DUTIES OF INDEMNIFICATION THAT ARE SET FORTH HEREIN SHALL SURVIVE TERMINATION OF THESE TERMS OF USE.
 

Links to Other Parties’ Content
 
For your convenience, certain hyperlinks or features may be provided on the Website that link to other applications or websites which are not under the control of JAVAD (the “Linked Content”), including without limitation GPS World, American Surveyor, Inside GNSS and Location Business Network. JAVAD does not endorse or sponsor any Linked Content and is not responsible for the availability, accuracy, substance, or any other aspect of the Linked Content. JAVAD disclaims all liability for such Linked Content, for all access to and use thereof, and for use of the links to such Linked Content. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of other applications or websites, and any purchases of products or services, volunteering of time or services, or making of charitable contributions through other websites, is subject to the terms and conditions of such other applications or websites. You agree that you will bring no suit or claim against JAVAD, and JAVAD has no obligation to participate in, arising from or based upon any such use of other applications, websites, or materials contained therein (including without limitation the Linked Content). JAVAD has no responsibility for information provided to third parties through the Website, including without limitation through any Linked Content. Hyperlinks to such Linked Content on the Website do not imply that: (a) JAVAD is affiliated or associated with any Linked Content; (b) JAVAD is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any Linked Content is authorized to use any trademark, trade name, logo, or copyright symbol of JAVAD.
 

Disclaimer of Third Party Information
 
The Website may contain offers for sale of merchandise or services or promotional offers not provided by JAVAD. Differences in the terms of an offer between the Website and a merchant’s website will be governed by the terms shown on the merchant’s website. JAVAD is not responsible or liable for any such differences or discrepancies or the performance of any products or services obtained via such third-party website or for not-honoring of any offer by any merchant.
 
You understand and agree that JAVAD shall in no event be responsible or held liable in connection with any dispute, harm, or loss between, among, or by any user or combination of users of the Website. Without limiting the generality of the foregoing, in the event of a dispute between you and any such third party who provides certain offers for sale of merchandise or services, JAVAD shall in no event be responsible or held liable in any manner whatsoever. Further, if you are accessing the site on behalf of a business, you agree that JAVAD will not be responsible or held liable to you or your business in any manner whatsoever, including without limitation in connection with any disputes between you and any other business or consumer user of the Website.
 

Accounts, Passwords, and Security
 
Certain features or services offered on or through the Website may require you to open an account (including without limitation establishing a login ID and password). You are entirely and exclusively responsible for maintaining the confidentiality of your account information, including without limitation your login ID and password, and for any and all activity that occurs under your account or login ID. You agree to notify JAVAD immediately upon learning of any unauthorized use of your account, login ID, or password or any other breach of security. However, you may be held liable for losses incurred by JAVAD or any other user of or visitor to the Website due to another person using your account, login ID, or password.
 
You may not use any other user’s account, login ID, or password at any time without the express permission and consent of the holder of that account, login ID, or password. You specifically understand and agree that JAVAD cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
 

General
 
These Terms of Use (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Website and the Content. You agree that you shall not contest the admissibility or enforceability of JAVAD’s copy of these Terms of Use in connection with any action or proceeding arising out of or relating to these Terms of Use. Except as expressly provided for herein, these Terms of Use do not confer any rights, remedies, or benefits upon any person or entity other than you and JAVAD. JAVAD may assign its rights and duties under these Terms of Use at any time to any third party without notice. You may not assign these Terms of Use without the prior written consent of JAVAD. These Terms of Use shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
 
To the extent any portion of these Terms of Use shall be determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable, and these Terms of Use as so modified will remain in full force and effect. Any waiver of any provisions contained in these Terms of Use by JAVAD shall not be deemed to be a waiver of any other right, term, or provision of these Terms of Use. Any rights not expressly granted herein are reserved.
 
You agree that any violation, or threatened violation, by you of these Terms of Use, constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
 

Jurisdiction
 
These Terms of Use shall be governed by, and construed and enforced in accordance with, the laws of the State of California, as such laws are applied to agreements entered and to be performed entirely within such State. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Except to the extent that you and JAVAD have entered into a separate written agreement regarding the provision of Services, these Terms of Use are the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing signed by a duly authorized officer of JAVAD.
 

Dispute Resolution by Binding Arbitration
 
Please read this carefully. It affects your rights.
 
We each agree to resolve all disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.
 
Arbitration is more informal than a lawsuit in court. Arbitration in the context of this matter uses a single neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
 
Claims Subject to Arbitration:
 

  • JAVAD and you agree to arbitrate all disputes and claims between us, except for claims arising from bodily injury or death. This arbitration provision is intended to be broadly interpreted. It includes, but is not limited to:
  • claims arising out of or relating to any aspect of the relationship between you and us, whether based in contract, tort, fraud, misrepresentation, consumer protection or any other statutory or common-law legal theory;
  • claims that arose before the existence of this or any prior agreement (including, but not limited to, claims relating to advertising);
  • claims for mental or emotional distress or injury not arising out of bodily injury;
  • claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
  • claims that may arise after the termination of this Agreement.

 
References to “JAVAD,” “you,” and “us” include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future subsidiaries, affiliates, related entities, agents, employees, and all authorized or unauthorized users or beneficiaries of JAVAD Services or products under past, present, or future agreements between us. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into and accepting these Terms of Use, you and JAVAD are each waiving the right to a trial by jury or to participate in a class action. These Terms of Use evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Use.
 

Pre-Arbitration Notice of Dispute:
 
A party who intends to seek arbitration must first send to the other party a written notice of dispute (“Notice”). The Notice to JAVAD may be sent by U.S. mail or professional courier service to: 900 Rock Avenue, San Jose, California 95131 (the “Notice Address”). The Notice must include at least all of the following: (a) your name; (b) your account name or number; (c) the Services (if any) to which your claim pertains; (d) a description of the nature and basis of the claim or dispute; (e) an explanation of the specific relief sought and the basis for the calculations; (f) your signature; and (g) if you have retained an attorney, your signed statement authorizing JAVAD to disclose your confidential account-related records to your attorney if necessary in resolving your claim.
 
If JAVAD and you do not reach an agreement to resolve the claim within sixty (60) days after the Notice is received, you or JAVAD may commence an arbitration proceeding. (If either you or we send the other an incomplete Notice, the 60-day period begins only after a complete Notice is received.) Information on how to commence an arbitration proceeding, including how to file a consumer arbitration online, is currently available at adr.org/support. A copy of the arbitration demand must be sent to the Notice Address listed above.
 

Arbitration Procedure:
 
The arbitration will be governed by the then-current Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this arbitration provision, and will be administered by the AAA. (If the AAA is unavailable, another arbitration provider shall be selected by the parties or, if the parties cannot agree on a provider, by the Superior Court of California, located in the county of San Francisco.) The AAA Rules are available online at adr.org or may be requested by writing to the Notice Address. All issues are for the sole arbitrator to decide. The arbitrator may consider rulings in other arbitrations involving different customers, but an arbitrator’s ruling will not be binding in proceedings involving different customers. Unless JAVAD and you agree otherwise, any arbitration hearings will take place in San Francisco, California. If your claim is for $5,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or through a telephonic, videoconference, or in-person hearing as established by the AAA Rules. If your claim exceeds $5,000, the right to a hearing will be determined by the AAA Rules. During the arbitration, the amount of any settlement offer made by JAVAD or you shall not be disclosed to the arbitrator until after the arbitrator determines the relief, if any, to which you or JAVAD is entitled. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which his or her decision is based. Except as provided below, the arbitrator can award the same damages and relief that a court can award under applicable law.
 
Arbitration Fees:
 
The payment of the AAA filing, administration, case-management, hearing, and arbitrator fees will be governed by the AAA rules. In addition, if the arbitrator finds that either the substance of your claim or the relief sought in the arbitration demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Rule 11(b) of the Federal Rules of Civil Procedure), then the payment of all such fees will be governed by the AAA Rules. In such a case, you agree to reimburse JAVAD for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.
 
Requirement of Individual Arbitration:
 
The arbitrator may award relief (including, but not limited to, damages, restitution, declaratory relief, and injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND JAVAD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and JAVAD agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims and may not otherwise preside over any form of a representative, class, or private attorney general proceeding. If, after exhaustion of all appeals, any of these prohibitions on non-individualized relief; class, representative, and private attorney general claims; and consolidation is found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief), then the parties agree that such a claim or request for relief shall be decided by a court after all other claims and requests for relief are arbitrated.
 

Contact Us
 
JAVAD welcomes any comments or questions you may have regarding these Terms of Use or the Website. Please send any comments or questions here.
 
Please check back regularly for updates and changes.