THIS SERVICE
AGREEMENT ("AGREEMENT") IS BETWEEN EACH MEMBER
("YOU"), AND AgreeCentral.COM. ("AgreeCentral")
REGARDING YOUR USE OF AgreeCentral SERVICES. AgreeCentral MAY
CHANGE THE TERMS OF THIS AGREEMENT AND THE DOCUMENTS REFERENCED
HEREIN FROM TIME TO TIME WITH TEN (10) DAYS PRIOR EMAIL
NOTICE TO YOU OR BY POSTING A NOTICE ON THE NEWS SECTION
OF OUR WEBSITE. YOUR CONTINUED USE OF THE SEAL OR AgreeCentral
SERVICES AFTER SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE
OF THE CHANGE. ALTERNATIVELY YOU MAY TERMINATE THIS AGREEMENT
IF YOU DO NOT AGREE WITH THE CHANGE. BY CHECKING THE BOX
IN THE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ
THIS AGREEMENT, AND YOU WILL BE BOUND BY ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
Content of Agreement:
1. AgreeCentral
Dispute Resolution Services ("Services")
The Services
consist of one or more of the following options, none
of which are binding unless you choose to make them
binding:
| 1. |
Dispute Resolution
Messaging. Dispute Resolution Messaging allows
You and the other party to address each other directly,
using AgreeCentral's system and process ("Process").
If a resolution cannot be reached during this phase,
the assistance of a AgreeCentral mediator can be requested. |
| 2. |
Mediation. Either
party to a dispute has access to AgreeCentral's pool
of neutral mediators using the Process to assist
in reaching a mutually acceptable solution. Mediators
do not make judgments or issue decisions. All communication
that occurs between you and the mediator will be
confidential. |
2. AgreeCentral's Right to Refuse Services
You acknowledge and agree that AgreeCentral reserves the
right, in its discretion:
| • |
not to provide Services
for certain classes of problems for which AgreeCentral's
Mediators do not possess a reasonable level of expertise; |
| • |
to refuse to provide our
Services for specific types of problems; and |
| • |
to limit the provisions
of our Services at any time. |
AgreeCentral will provide reasonable notice to You via email.
Your right to use AgreeCentral's Services is personal to
You and You may not resell or make any commercial use
of these Services.
3. Your Role and the Quality of the
Process
You agree and acknowledge that:
| • |
You must cooperate and
participate in good faith and respond to all emails
sent to you by the Other Party; |
| • |
You must provide only
true and accurate information during the Process
and update that information as necessary to maintain
its truth and accuracy; |
| • |
You are solely responsible
for the content of all material and information
You transmit or communicate using AgreeCentral's Process
or using the AgreeCentral Mediators; |
| • |
Your use of information
gained through the Process will be governed by the
AgreeCentral Privacy Policy; |
| • |
AgreeCentral does not provide
legal advice and will not engage in any attorney-client
relationship under this Agreement; |
| • |
You and the Other Party
are solely responsible for the creation and/or enforcement
of any settlement, agreement, decision or award;
and |
| • |
AgreeCentral will not be
liable for services provided by mediators or arbitrators
not provided by AgreeCentral ("Third Party Mediator"),
and You understand that all AgreeCentral services provided
in conjunction with a Third Party Mediator are provided
without warranty and AgreeCentral will not be liable
for the provisions of those services using the Process. |
You agree not to:
| • |
to file cases that are
without merit or to harass any person, business
or entity; |
| • |
impersonate any person
or entity or use a name or alias that You are not
authorized to use; |
| • |
forge communications transmitted
to or through AgreeCentral during the Process; |
| • |
permit any other person
to transmit information that falsely identifies
Your AgreeCentral account as the origin of such communication; |
| • |
transmit any material
that encourages conduct that could constitute a
criminal offense, or give rise to civil liability
or to transmit any unlawful, harassing, libelous,
abusive, threatening, harmful, vulgar, obscene or
otherwise objectionable material of any kind or
nature, as determined by AgreeCentral; |
| • |
reproduce, modify, distribute
or publicly display AgreeCentral's online materials;
or |
| • |
allow any unauthorized
use of Your AgreeCentral password. |
4. Role of AgreeCentral
AgreeCentral WILL -
| • |
provide you with materials
and a Process that allow you to communicate with
the Other Party to Your transaction; |
| • |
collect certain information
about You in connection with your use of the Services
and You agree that AgreeCentral's use of such information
will be consistent with the terms of this Agreement
and the terms of AgreeCentral's
Privacy Policy; |
| • |
reserve the right, in
its discretion, not to provide Services for certain
classes of disputes; or |
| • |
respond to Your concerns
or questions in a timely manner. |
AgreeCentral WILL NOT -
| • |
provide legal advice to
You or the Other Party, either in this Agreement
or through a AgreeCentral Mediator; |
| • |
provide any guarantee
that the Other Party will participate; |
| • |
share Your information
or case details with any outside source except as
set forth in the AgreeCentral's
Privacy Policy; |
| • |
be a necessary or indispensable
party to, or a compellable witness in, any related
legal proceedings between the parties to a Dispute
submitted to it hereunder (this provision also applies
to AgreeCentral Mediators); |
| • |
guarantee a successful
resolution to Your dispute(s). |
5. No Wrongful Use of Materials
You acknowledge that the materials, content, methodology
and concepts set forth in the Process and in AgreeCentral's
online materials (collectively, the "Materials")
are owned by AgreeCentral. The Process and Materials are
protected by intellectual property law and other proprietary
rights, and that the use of such materials is governed
by the laws which create those rights and provide for
their enforcement. You may not reproduce, modify, distribute
or publicly display AgreeCentral's online Materials, e.g.
Your AgreeCentral Case Page cannot be copied and posted anywhere
but on the AgreeCentral Web site. You agree that You will
not (i) copy or resell AgreeCentral's Process or (ii) use
or do anything with the Process or Materials that violates
this Agreement or AgreeCentral's legal rights thereto.
6. Location or Place of Process
You acknowledge and agree that irrespective of where You,
the other Party to the case or the AgreeCentral Mediator
reside, AgreeCentral's Services provided under this Agreement,
will be deemed to have occurred in the State of Michigan
in the United States of America.
7. Fees Due AgreeCentral.
Fees for the Services are applicable in situations set
forth in the relative fees pages. AgreeCentral reserves the
right to change these Fees at any time. AgreeCentral's Fees
do not include any applicable sales taxes (value-added
taxes, use consumption taxes etc.) Any such taxes are
Your responsibility.
8. Limits on Liability and Disclaimer
| 1. |
Limited Warranty
and Remedy. In the event AgreeCentral provides a AgreeCentral
Mediator, we warrant to You that the AgreeCentral Mediator
assigned to Your Dispute will have successfully
passed AgreeCentral's applicable training and credentialing
procedure and that the Services will be rendered
with due care and skill. In the event of a breach
of this warranty, or any warranty implied by statute
which cannot be excluded, You agree that Your sole
and exclusive remedy is to (a) have AgreeCentral appoint
an alternative AgreeCentral Mediator to resolve Your
Dispute at no additional cost to You or the Other
Party; or (b) obtain a refund from AgreeCentral for
any Fees paid or payable in relation to the dispute.
Any sums recovered shall be subject to the limits
of liability set out herein. This limited warranty
gives You specific legal rights and You may also
have other rights that vary depending on jurisdiction.
Except for this limited warranty, neither AgreeCentral
nor a AgreeCentral Mediator makes any warranty, representation
or guaranty to You, and to the extent permitted
by law, AgreeCentral expressly disclaims:
| • |
any and all other
warranties, express and implied and statutory; |
| • |
any and all implied
warranties, including, without limitation
the implied warranties of merchantability,
fitness for a particular purpose and non-infringement;
and |
| • |
any liability for
negligence. |
|
| 2. |
Limits on Liability.
AgreeCentral will not be liable to You for any indirect,
special, punitive, incidental or consequential damages
arising out of or in connection with this Agreement. |
9. Parties to a Lawsuit
Since any proceedings hereunder will be conducted with
a view to compromising and/or resolving disputes/claims,
AgreeCentral and its representatives, including AgreeCentral
Mediators, shall not be compellable as witnesses and further
will be disqualified as attorneys, experts or consultants
in any legal proceedings, including any arbitrations,
relating to a dispute for which AgreeCentral was retained
to provide Services. You agree and understand that a request
for information from AgreeCentral regarding your dispute
cannot be honored unless it meets the provisions of the
AgreeCentral Privacy Policy.
10. Term and Termination
This Agreement will commence on the date You complete
any onsite Case Filing Form. This Agreement will terminate
on the earlier of:
| • |
the date on which You
are notified by AgreeCentral that a new Agreement supercedes
the terms of this Agreement; |
| • |
the date on which AgreeCentral
receives written notice from You that You are terminating
this Agreement; or |
| • |
the date on which AgreeCentral
dispatches an email notice to You that it is terminating
this Agreement. |
The following sections shall survive the termination of
this Agreement, Section 4 ("Role of AgreeCentral"),
5 ("No Wrongful Use of Materials"), 8 ("Limits
of Liability and Disclaimer"), 9 ("Parties to
a Lawsuit"), 10 ("Term and Termination"),
11 ("General") and 12 ("Force Majeure").
11. General
The parties irrevocably agree that the laws of the State
of Michigan will govern this Agreement and their relationship,
without reference to any choice of law rules. You agree
to submit any dispute arising under this Agreement to
mediation prior to filing an action against AgreeCentral.
All actions concerning this Agreement or the Services
arising from this Agreement must be brought in the state
or federal courts in Michigan. You may not assign this
Agreement, by operation of law or otherwise, without proper
written consent. No amendment or modification shall be
binding upon the parties unless reduced to writing and
signed by each party, or the authorized officers of each
party. The failure of either party to enforce any of the
provisions of this Agreement shall not be construed as
a waiver of that provision or the right of the party to
enforce that provision or any other provision.
AgreeCentral may change the terms of this Agreement and the
documents referenced herein with reasonable email notice
to You. Your continued use of the Services after such
notice will constitute Your acceptance of the change.
You may terminate this Agreement if You do not agree with
the change.
12. Force Majeure
AgreeCentral shall not be liable to You for its failure to
perform under this Agreement to the extent that any such
failure results from any cause beyond AgreeCentral's reasonable
control, including without limitation, acts of God, strike,
electrical or power outage, the acts or omissions of a
third party, earthquake, or weather.
PLEASE READ THIS AGREEMENT AND AgreeCentral'S
PRIVACY POLICY CAREFULLY. BY MAKING USE OF THIS WEBSITE,
YOU: REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE
TO BE BOUND BY THIS AGREEMENT AND AgreeCentral'S PRIVACY
POLICY, AND AGREE TO BE LEGALLY BOUND AND TO ABIDE BY
THIS AGREEMENT AND AgreeCentral'S PRIVACY POLICY AS IF YOU
HAD SIGNED THEM. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND AgreeCentralS PRIVACY POLICY,
YOU MAY NOT USE THIS SITE, AND YOU MAY NOT USE THE PROCESS
OR ANY OTHER AgreeCentral SERVICES.
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