Effective: 31-July 2023
Last Updated: 31-July 2023
2. Summary of Arbitration Provisions
These Terms contain binding arbitration and class action waiver terms. For more information about this process, including how you can opt-out of arbitration, please see section 10 for more details.
3. Your Information
When you use our Sites, you may be required to submit certain information. All information you provide when signing up for an account must be accurate, correct, current, complete, and free from any viruses, unlawful, or otherwise harmful information. You understand and acknowledge that you have no ownership rights in your use of our Sites.
4. Your Privacy
5. What Not To Do
When you use our Sites, we ask that you only do so in a way that is lawful, fair, and above board. You therefore agree not to use the Sites:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate REZITRADE, its employees, or another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Sites, or which, as determined by us, may harm REZITRADE or users of the Sites, or expose them to liability.
- In any manner that could disable, overburden, damage, or impair the Sites or interfere with any other party’s use of the Sites, including their ability to engage in real time activities through the Sites.
- Use any robot, spider or other automatic device, process or means to access the Sites for any purpose, including monitoring or copying any of the material on the Sites.
- Use any manual process to monitor or copy any of the material on the Sites, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Sites.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Sites, the server on which the Sites are stored, or any server, computer or database connected to the Sites.
- Attack the Sites via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Sites.
6. Third Party Services and Links
Certain parts of the Sites may link to or depend on services offered by third parties (collectively, “Third-Party Services”). Links to Third-Party Services are provided for your convenience only. We have no control over the contents of Third-Party Services, and we accept no responsibility for them or for any loss or damage that may arise from your use of them, unless otherwise required by law. If you decide to access or use any of the Third-Party Services you do so subject to the terms and conditions of the applicable Third-Party Services provider.
7. Intellectual Property Ownership
You acknowledge and agree that REZITRADE and its licensors own all right, title, and interest in and to all elements of the Service, including, without limitation, all graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Sites (collectively, the “Sites Materials”). The Sites and Sites Materials are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Your use of the Sites or any purchase or your purchase from the Sites, does not grant you ownership of any other rights with respect to the Sites Materials or the Sites, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed.
The Sites may also include names, logos, product and service names, designs and slogans that are trademarks owned by REZITRADE or its licensors. You must not use such marks without the prior written permission of the owner of such trademarks. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed through the Service without the owner’s prior written permission.
YOUR ACCESS TO AND USE OF THE SITES, AND EXCEPT AS OTHERWISE PROVIDED UNDER APPLICABLE LAW OR ANOTHER APPLICABLE AGREEMENT DIRECTLY BETWEEN YOU AND REZITRADE, YOUR USE OF THE SITES, IS AT YOUR OWN RISK AND ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, REZITRADE, ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, ITS COMMUNITY HOSTS, AND ITS LICENSORS (“REZITRADE PARTIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION (i) THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE SITES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE SITES WILL BE FREE OF HARMFUL COMPONENTS; AND (v) IN RELATION TO THE CONTENT OF ANY THIRD-PARTY SERVICES LINKED TO OR INTEGRATED WITH THE SITES.
9. Limitation of Liability
IN NO EVENT WILL REZITRADE PARTIES BE LIABLE FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, OR (ii) ANY DAMAGES FOR LOSS OF ANY DIGITAL ASSETS, DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (I) ANY UNAUTHORIZED USE OF THE SITES; (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SITES (REGARDLESS OF THE SOURCE OF ORIGINATION); (iii) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; OR (iv) THEFT, TAMPERING, OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, DIGITAL ASSETS, OR DATA OR CONTENT OF ANY KIND; AND
IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ALL DIRECT DAMAGES OR LIABILITIES EXCEED IN THE AGGREGATE THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (USD $100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IF YOU ARE LOCATED IN SUCH A JURISDICTION.
10. Dispute Resolution and Arbitration
- Disputes. This section applies to all Disputes between you and REZITRADE. “Dispute” shall mean any dispute, claim, controversy or action between you and REZITRADE, including but not limited to disputes concerning these Terms, your use of the Service, and any other dispute whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis. “DISPUTE” DOES NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY REZITRADE FOR (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; AND/OR (4) TRADEMARK INFRINGEMENT OR DILUTION.
- Opt-Out. You may opt-out of the arbitration procedures and the waiver of class and representative proceedings below sending a written letter to REZITRADE at[email protected] within thirty (30) calendar days of your initial agreement to these Terms (including your first use of the Service) that specifies: (1) your name; (2) your mailing address; (3) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms shall continue to apply, including the duty to provide a Dispute Notice and mediate any Disputes, if applicable.
- Dispute Notice. In the event of a Dispute, you or REZITRADE must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to REZITRADE must be addressed to [email protected] (“REZITRADE Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. Within 60 calendar days upon either party receiving the Dispute Notice, the parties shall engage in a good faith informal dispute resolution conference, whether by phone, e-mail, or other channel as agreed between the parties. You and REZITRADE will work in good faith to schedule the informal conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you shall also fully participate in such discussions. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
- Mediation. In the event the parties cannot resolve the Dispute via the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation before a neutral third party before it may proceed to arbitration. Selecting the mediator, the appropriate terms for mediation (including costs), and a date for mediation shall be negotiated in good faith between the parties. The administrative fees associated with mediation shall be negotiated between the parties, but you will not be required to pay any such fees that exceed those fees you would be required to pay if proceeding in a court of law. Such fees also will not include attorneys’ fees and costs, if any, unless awarded during mediation. If the parties cannot agree to appropriate terms concerning mediation, the parties shall be entitled to proceed with an arbitration proceeding pursuant to this section. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
- Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province or territory if the action is within that court’s jurisdiction and is pending only in that court.
- Binding Arbitration. If the informal resolution and mediation processes do not resolve the Dispute, you and REZITRADE agree: (1) to arbitrate all Disputes pursuant to the provision of these Terms, to the extent applicable; (2) these Terms memorialize a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this section (notwithstanding the choice-of-law provision contained herein); and (4) this section shall survive termination of these Terms.
- CLASS ACTION WAIVER. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU MAY BRING DISPUTES AGAINST REZITRADE IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS.
- MASS ACTION WAIVER. You and REZITRADE agree that any Dispute between you shall be resolved only in an individual arbitration pursuant to this section. You and REZITRADE expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, as defined below, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action to award relief to anyone but the individual in arbitration, unless otherwise provided in this section. “Mass Action” includes instances in which you or REZITRADE are represented by a law firm or collection of law firms that has filed 25 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on you or REZITRADE’s behalf, and the law firm or collection of law firms seek to simultaneously or collectively administer and/or arbitrate all arbitration demands in the aggregate. Notwithstanding this section, nothing prevents you or REZITRADE from participating in a mass settlement of claims.
- Special Master Appointment. In the event there is a dispute concerning the Mass Action Waiver, the parties agree to resolve such dispute before a Special Master appointed by the arbitration provider and agreed to between the parties. The Special Master shall have authority to resolve disputes concerning: (i) filing fees owed with respect to any Mass Action; (ii) any dispute regarding whether this arbitration agreement has been followed; (iii) whether claimants are barred from proceeding with a Mass Action; (iv) any dispute relating to the representation of the same claimant by multiple law firms; (v) any dispute regarding discovery common to all claims; and (vi) any disputes regarding legal or factual issues common to all claims. If the Special Master determines you violated the Mass Action Waiver, either party shall have the opportunity to opt-out of arbitration within 30 calendar days of the arbitrator’s decision. You may opt-out of arbitration by providing a written notice to [email protected]. REZITRADE may opt-out of arbitration by sending written notice of its intention to the arbitration provider and to you or your attorney, agent, or representative. For the avoidance of doubt, the ability to opt-out of arbitration at this stage in the proceedings only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree to the batching procedures below.
- Batching. After proceedings before the Special Master have concluded, and to the extent any Mass Actions are permitted to proceed, the parties agree that Mass Actions will be batched into groups of no more than 200 demands per batch by state of residence (with any remaining demands batched into a single group). The parties shall inform the arbitrator of the batches and their composition within 14 calendar days of the conclusion of proceedings before the Special Master. The arbitrator provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filings fees assessed for, each batch as the batch proceeds to arbitration.
- Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by JAMS and be governed by the relevant JAMS arbitration rules. If there is a conflict between the JAMS arbitration rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
- Hearing Format. Unless otherwise agreed, the arbitration shall take place in New York County, New York, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, in any, is based. During the arbitration, the amount of any settlement offer made by REZITRADE or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or REZITRADE is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
- Arbitration Fees. The arbitration fees are governed by the applicable JAMS rules in effect at the date of the arbitration. You agree that if you initiate the arbitration, you will pay your filing fee. You shall not be required to pay a filing fee that exceeds any amounts you would otherwise be required to pay by applicable law when filing a claim in a court of relevant jurisdiction. You are responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
- Arbitrator’s Authority. All issues of arbitrability shall be reserved to the arbitrator. The arbitrator may award relief, including but not limited to monetary, declaratory, injunctive or other equitable relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief. The decision of the arbitrator shall be in writing and shall briefly set forth the essential findings of fact and legal analysis. A judgment to enforce the award may be entered by a court of competent jurisdiction, however, any award that has been satisfied may not be filed or entered into court.
- Binding Authority / Confidentiality. The parties agree that that they are each waiving their right to a trial by jury to the maximum extent permitted by law, and that the arbitrator’s award shall be final and binding unless the parties otherwise agree in writing. All arbitration proceedings will be confidential and closed to the public and any parties other than you and REZITRADE.
- Amendments to this section. Notwithstanding any provision in these Terms to the contrary, you and REZITRADE agree that if REZITRADE makes any material amendments to the dispute resolution procedure and class action waiver provisions in these Terms, REZITRADE will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to the REZITRADE Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt-out of such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this section as stated in these Terms, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
- Severability. If any provision in this section is found to be unenforceable, that provision shall be severed with the remainder of these Terms remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire section shall be null and void. The terms of this section shall otherwise survive any termination of these Terms.
- Exclusive Venue For Other Controversies. REZITRADE and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this section (other than an individual action filed in small claims court) shall be filed only in the courts located within the State of New York and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such.
Notices from one party to any other party must be in the English language and must be reasonably detailed. Notices shall be effective on the date on which the notice is delivered to the notified party’s authorized email address or as published by REZITRADE. Until you receive notice of a different email address from us, REZITRADE’s email address for all purposes of these Terms shall be the following: [email protected].
- Waiver. The failure by us to enforce any right or provision of these Terms shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of these Terms is found to be unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the enforceability of any other provisions.
- Assignment. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You shall not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves either party of any of its obligations under these Terms.
- Changes to these Terms. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. All changes are effective immediately when we post them. No changes will apply retroactively as to any claims existing prior to the “last updated” date. It is your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will otherwise notify you of changes to these Terms as required by applicable law in the jurisdiction in which you live. We will indicate that these Terms have been updated by updating the “last updated” date at the top of these Terms.