OVERVIEW

These Terms of Use are entered into by and between you and Ads.com LLC (“we”, “us”, or “our”). The following terms and conditions, together with any terms and conditions, policies or documents they expressly incorporate by reference (collectively, these “Terms”) govern your access to and use of the “Website”, which means, collectively, (i) https://smartquillhub.com, including any content, functionality, and information contained therein, and (ii) any emails or other mediums, or portions of such mediums, through which you have accessed these Terms. We offer the Website to you, the user, conditioned upon your acceptance of all the terms, conditions, policies, and notices stated in these Terms, including our Privacy Policy, which is hereby incorporated herein by reference.

Disclaimer: We have no relationship with any advertisers, advertisements, or third-party content that may be displayed on the Website. Reference to any specific service or brand is not controlled by us and does not constitute or imply any association, endorsement, or recommendation.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE. BY ACCESSING OR USING ANY PART OF THE WEBSITE OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE WEBSITE.

PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS, AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.

WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE WEBSITE (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE WEBSITE WILL REFLECT POORLY ON US, OUR PRODUCTS, SERVICES OR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE WEBSITE TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.

1. CHANGES TO THESE TERMS.

We may change or update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

2. ELIGIBILITY TO USE THE WEBSITE.

(a) You have the Right to Enter into these Terms. As an individual interacting with the Website in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power, and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.

(b) Consideration. You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with the Website. You represent and warrant that you have the capacity to be bound by these Terms.

(c) Age. You represent and warrant that you are at least the age of 18 or if you are under the age of 18 you have the consent from your parent or legal guardian to access and use the Website under such person’s account. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Website, you are subject to, and agree to be bound by, these Terms and our Privacy Policy and you are responsible for your child’s use and access to the Website.

3. MODIFICATIONS TO THE WEBSITE.

We reserve the right to withdraw, discontinue, or change the Website, and any part, product, service, content, or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict user access to some parts of the Website or the entire Website. We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

4. THIRD-PARTY SERVICES AND LINKS TO THIRD-PARTY WEBSITES OR CONTENT.

(a) Certain features of the Website are served by our third-party service providers. When engaging with any of the third-party service providers, you acknowledge and agree that: (i) we do not endorse, and make no representations or warranties regarding, any third-party provider, including with respect to the quality of performance; (ii) your use of a third-party provider is, as between us and you, at your sole and exclusive risk, and you should conduct due diligence as you deem necessary or appropriate before utilizing the third-party provider’s services; (iii) your use of the third party service may be subject to the third party’s applicable terms and conditions, including those set forth in any applicable terms and conditions agreed to by or otherwise made available to you (collectively, “Third-Party Requirements”); and (iv) you are solely responsible for compliance with, and will ensure that you comply with, all Third-Party Requirements.

(b) We may also provide on or through the Website links or access to other websites, social media platforms, mediums, content (including advertisements) or materials belonging to advertisers, our business partners, affiliates or other third parties. All third-party materials and links are provided solely as a convenience to you, and such links and access do not constitute our endorsement of those third parties, or the products or services of those third parties or the content on their website(s) or other materials. We are not responsible for the activities or policies of those third parties. We accept no responsibility or liability for such third parties or for any loss or damage that may arise from your use of the third-party links or the products or services of those third parties.

(c)You acknowledge and agree that we do not control and are not responsible for any third-party materials, advertisements, or content, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof (including whether such materials, advertisements, or content are misleading). If you decide to access any of the third-party websites, social media platforms, or mediums, you do so entirely at your own risk and subject to the terms and conditions of use of such third-party websites, social media platforms, and mediums.

5. PRIVACY.

We use the information you provide on or via the Website as set forth in our Privacy Policy. Our Privacy Policy is hereby incorporated into these Terms by reference.

6. CONSENT TO ELECTRONIC COMMUNICATION.

By using the Website, you agree to allow us to communicate with you electronically, and you consent to electronic delivery of notices, documents, and other materials from us via the Website.

7. PROHIBITED USES. In addition to other prohibitions set forth in these Terms, you will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Website or any underlying or related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Website or any Technology, in whole or in part; (iii) access or use the Website for timesharing or reselling purposes or otherwise for the benefit of a third-party; (iv) use the Website to submit or transmit infringing, libelous, fraudulent or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) use the Website to submit or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses; (vi) interfere with or disrupt the integrity or performance of the Website or any Technology (in whole or in part); (vii) attempt to gain unauthorized access to the Website, the Technology or any of their related systems or networks; (viii) permit direct or indirect access to or use of the Website in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Website (including any Technology); (x) access the Website or the Technology (in whole or in part) in order to build a competitive product or service or for benchmarking or competitive analysis; (xi) remove any proprietary notices or labels of or from the Website or the Technology ; (xii) access or use the Website in any way that violates these Terms, any third-party rights, or any appliable laws, rules, regulations or orders having the force of law, including anti-spam, export control, privacy, or anti-terrorism laws and regulations (collectively, “Laws”); or (xiii) use the Website (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive.

8. INTELLECTUAL PROPERTY AND RIGHTS OF OTHERS.

(a) Website Content and Ownership. The Website and its entire contents, features, and functionality (including all information, advertisements, articles, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us or our licensors or other third-party providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All rights not expressly granted to you in these Terms are reserved and retained by us or our content providers. The Website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Website. You may use the Website only as permitted by law.

(b) Trademarks. Our names, logos, designs, and slogans are trademarks of us or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) without our express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent.

(c) Rights of Others. When using the Website, you must respect the intellectual property and other rights of us and others. Your unauthorized use of the Website may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

(d) Feedback. We or our licensors will own and retain all right, title and interest in and to: (i) any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the subject matter of these Terms (collectively, “Feedback”); (ii) any and all performance data, test or evaluation results, or other metrics derived from the Website; and (iii) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by us (whether alone or together with you or any other third party or parties) arising out of or relating to Feedback are and will remain our sole and exclusive property.

9. INTELLECTUAL PROPERTY INFRINGEMENT.

(a) Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable Law. See here to report alleged copyright infringement.

(i) Notification. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), your written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of the DMCA, your DMCA Notice may not be effective. Additionally, please be aware that, if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

(ii) Counter Notification. If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”). Pursuant to the DMCA, a Counter-Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number and e-mail address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States, for any judicial district in which we are located) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

10. RELIANCE OF INFORMATION POSTED.

The information and content (including marketing and advertisements) presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. The Website may include content provided by third parties, including materials provided by other users, advertisers, and third-party licensors. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

11. MONITORING AND ENFORCEMENT; TERMINATION.

We have the right to:

• Remove or refuse to post any content for any or no reason in our sole discretion.
• Take any action with respect to content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for us.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

12. INTERNATIONAL USERS.

The Website is controlled, operated and administered by us from the United States of America (“U.S.”). We make no representations or warranties that the Website is permissible, appropriate or available for use in other jurisdictions. If you access the Website from a location outside the U.S., then you do so by your own volition and you are solely responsible for compliance with all laws, regulations and rules (including local laws and any applicable U.S. export control laws). You must not use the Website or its content in a manner prohibited by any applicable state, federal, international or local laws, rules, restrictions or regulations.

13. DISCLAIMER OF WARRANTIES.

(a) YOUR USE OF THE WEBSITE, INCLUDING THE CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, AND ANY WEBSITE-RELATED SERVICE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. THE WEBSITE, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITHIN THE WEBSITE AND ANY WEBSITE-RELATED SERVICE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, AND EMPLOYEES, EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME.

(b) Without limiting the generality of the foregoing, you acknowledge that all or a portion of the Website may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control.

(c) NEITHER WE NOR OUR LICENSORS, AND OTHER RELATED PARTIES, OR OUR OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, AGENTS, MEMBERS, MANAGERS, REPRESENTATIVES, AND EMPLOYEES MAKE ANY REPRESENTATION OR WARRANTY THAT: (a) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (b) INFORMATION, MATERIALS, SOFTWARE OR CONTENT AVAILABLE FROM THE WEBSITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (c) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), OR ERROR-FREE OR PROVIDE CONTINUOUS STORAGE OR ACCESS; (d) THE RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR (e) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

14. LIMITATIONS ON LIABILITY.

(a) IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE WEBSITE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF OUR SERVICES, IN WHOLE OR IN PART, INCLUDING THE WEBSITE; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA, OR A BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT WILL OUR, AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID US IN CONNECTION WITH THE USE OF THE WEBSITE, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(c) ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

(d) Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, Arbitrator, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

15. INDEMNIFICATION.

You agree to indemnify, defend and hold us and our owners, officers, directors, managers, members, employees, contractors, representatives, and agents harmless from and against any and all losses, damages, settlements, costs, fees, penalties, causes of action, third party claims, expenses, and all other liabilities, including attorney’s fees and legal costs, arising out of, related to, or in connection with: (i) your use or misuse of the Website, or your connection to the Website; (ii) any material or any other content or information that you submit or transmit to us or through the Website; (iii) your violation or breach of any of these Terms; or (iv) your tortious misconduct, including fraud and any other tort or your violation of any law or the rights of any third-party. These obligations will survive any termination of your relationship with us or your use of the Website or our services.

16. EQUITABLE REMEDIES.

You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 17 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Hillsborough County, Florida. You consent to the exclusive jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. We may effect service of any court paper on you by mail or in such other manner as may be provided under applicable laws, regulations, rules of procedure or local rules.

17. DISPUTES: ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.

Please read this section carefully. Except as these Terms otherwise provide, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action.

(a) Agreement to Binding Arbitration

Before initiating arbitration, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including information or representations related to the Website, products or services and upon which you rely. You may seek to resolve any customer concerns through our support services at . You agree to negotiate with us in good faith about your problem or dispute. If for some reason your problem or dispute is not resolved to your satisfaction within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.

By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against us or the Website on an individual basis in arbitration, as set forth in this section. You and we agree that any disputes between us (including any disputes between you and a third-party agent of us) will be resolved through binding and final arbitration and not in a court. This includes (i) any dispute, claims, or controversy arising out of or relating to any part of these Terms, or the existence, breach, termination, enforcement, interpretation or validity thereof; or (ii) your access to or use of the Website, including the Website’s services or products at any time. Such dispute shall be submitted to the American Arbitration Association (“AAA”) for individual arbitration in Hillsborough County, Florida and shall be before one arbitrator. The arbitration shall be administered by the AAA pursuant to its Consumer Arbitration Rules and Procedures, only as modified by this Arbitration Agreement.

You and we agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

By agreeing to individual arbitration, you understand and agree that you are waiving your right to maintain other available resolution processes, such as a court action or administrative proceeding, to settle any disputes or claims. The rules in arbitration are different. There is no judge or jury. Although review is limited, an Arbitrator can award on an individual basis the same damages and relief as would be available in court, and must enforce the same limitations stated in these Terms as a court would.

(b) No Class Action

You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you and we each agree to arbitrate in our individual capacities only, not as a representative of a class, a member of a class, or a Private Attorney General. Likewise, an Arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

(c) Rules and Governing Law The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf. The rules of the arbitral forum will govern all aspects of the arbitration, except to the extent those rules conflict with these Terms.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of Florida, without regard to its conflict of laws provisions.

(d) Arbitration Process

You can begin the arbitration by submitting a Demand for Arbitration, which is a statement containing basic information about the dispute: (a) the names, addresses and phone numbers of the parties involved (you and us, in most cases); (b) a description of the dispute; and (c) a short statement of the relief you are seeking. The AAA provides a Demand for Arbitration form on its website, or you may contact the AAA at 800-778-7879.

Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular claim or dispute as a result of a decision by the Arbitrator or a court order, any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in Hillsborough County, Florida. You and we will submit to the personal jurisdiction of the courts located within Hillsborough County, Florida for the purpose of litigating all such claims or disputes.

(e) Arbitrator’s Decision

The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The Arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.

Regardless of the manner in which the arbitration is conducted, the Arbitrator shall issue a reasoned written decision sufficient to explain the essential findings of fact and conclusions of law on which the award is based. Judgment on the award may be entered in any court having competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Arbitrator’s decision shall be final and binding on all parties.

Judgment on any award rendered by the Arbitrator is final, binding, and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors and assigns.

With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law.

(f) Fees

Payment of all filing, administration and Arbitrator fees will be governed by the AAA’s applicable consumer rules. The parties shall be responsible for their own attorneys’ fees and costs in arbitration, unless they are authorized by law or the Arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the Arbitrator.

18. MISCELLANEOUS.

You may not assign these Terms or your rights to use all or any portion of the Website without our prior written consent. No delay or omission by us to exercise any right or power under these Terms will impair any such right or power or be construed as a waiver thereof. A waiver by us in any one instance of any of the covenants, conditions, or agreements to be performed by you will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. We may update, amend, or change these Terms at any time. In all cases, your continued use of the Website after we make changes is deemed to be acceptance of all changes. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and will not limit or otherwise affect in any way its meaning or interpretation. These Terms are for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, expressed or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of these Terms. If any provision of these Terms is found by any court, Arbitrator, or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of these Terms, which will remain in full force and effect. These Terms represent the entire understanding and agreement between us and you with respect to the subject matter hereof, and supersede all other negotiations, understandings, and representations (if any) made by and between us and you, whether orally or in writing. For purposes of these Terms, the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”, and the word “or” is not exclusive.

19. CONTACT US. If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us via email at:

Last Updated March 8, 2025