Last Updated: May 12, 2019
YOU MUST READ AND BE SURE YOU UNDERSTAND THESE TERMS BEFORE USING THE SITE. BY USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MUST NOT USE – AND ARE NOT AUTHORIZED TO USE – ALL OR ANY PORTION OF THE SITE.
AS FURTHER DESCRIBED BELOW, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
a. Description. The Site is a marketplace tool for artists and creators (“Artists”) to operate campaigns (“Campaigns”) to offer new and existing fans (collectively, “Fans”) rewards, experiences and merchandise (collectively, “Rewards”) that will enable the Artists to tour and perform in locations selected by Fans (“Funding Purpose”).
b. Eligibility; Subscribing Entities. By using the Site, you hereby represent and warrant that you are either eighteen (18) years of age or possess parental or guardian consent to enter into these Terms. If you wish to use the Site on behalf of another individual, company, entity or organization (each, a “Subscribing Entity”), then you further represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to these Terms; and (ii) agree to be bound by these Terms on behalf of such Subscribing Entity.
c. Changes to These Terms. GRI reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Site. Revisions to the Terms are effective upon posting to the Site. Your continued use of the Site after a revised version of these Terms has been posted on the Site by GRI constitutes your binding acceptance of the revised Terms. GRI will endeavor to provide you with prior notice of any material changes to these Terms by posting them to the Site. Notwithstanding the preceding sentences of this Section 1.c, no revisions to these Terms will apply to any dispute between you and GRI that arose prior to the date of such revision.
e. Messages. You may send messages to others through functionality available on the Site. You represent and warrant you will only send messages through the Site to people who have given you their express consent to receive such messages, and you will indemnify and hold GRI harmless from any and all claims arising out of your sending these messages. You are responsible for all fees and charges associated with such messages.
f. Contributions. When a Fan makes a contribution to a Campaign, the Fan’s payment information will be held by our third party payment processor. If the Campaign goals are satisfied, then the Fan’s contribution will be charged to his or her credit card or payment account. If the goals are not satisfied, then the Fan will not be charged for the contribution pledged during the Campaign. Each Fan may request a cancelation of his or her contribution(s) to a Campaign at any time before Campaign closes by contacting us at Support@RoadNation.com.
g. Fees and Consideration. GRI may charge Artists a service fee (exclusive of any applicable taxes) in exchange for the right to launch Campaigns on the Site (“Fees”). All Fees will be posted on the Site here. GRI may change the Fees from time-to-time in its sole discretion. All changes to the Fees will be effective upon posting to the Site and will apply to all Campaigns launched after such date. Fans may use the Site for free for their personal enjoyment.
h. Taxes. If any taxing authority classifies any funds raised on the Site as taxable income, then (i) GRI will ask Artists for tax identification information so that we may report such taxable income to the applicable taxing authorities; (ii) GRI may withhold taxes from funds raised on the Site where required to do so by the applicable taxing authorities; and (iii) Artists will be solely responsible for remitting any such taxes to the applicable taxing authorities.
i. Rewards/Promotions. As noted above, Artists may offer Rewards to Fans who satisfy certain clearly stated requirements set forth on the Site. Rewards must comply with GRI’s policy on Objectionable Content, as set out in Section 4(h), below, and may be removed from the Site for any violations of such policy, to be determined by GRI in its sole discretion. However, Artists may not offer any contest, competition, giveaway, sweepstakes or similar activity (“Promotion”) on the Site without GRI’s prior express written permission, which GRI may withhold in its sole discretion. Artists may seek this permission by sending an email to GRI at Support@RoadNation.com. Subject to and upon receiving any such permission, each Artist offering a Promotion further acknowledges and agrees that: (i) such Artist will be solely responsible for all facets of the Promotion; (ii) the Promotion does not require any contribution or other payment of any amount as the sole method of entry into the Promotion; and (iii) the official rules for the Promotion will include clear and conspicuous language to the effect that: (a) GRI does not sponsor, endorse or administer the Promotion; (b) each participant or entrant in the Promotion releases GRI from any and all liability arising from or in connection with the Promotion; and (c) all questions concerning the Promotion must be directed to the Artist and not GRI.
j. Site Security. You are prohibited from violating, or attempting to violate, the security of the Site. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Site, at GRI’s sole discretion. GRI reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Site.
2. Use of the Site.
a. Third Party Sites. The Site may include links to external sites and applications owned or controlled by third parties (collectively, “Third Party Sites”). You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on Third Party Sites. You assume all risk and we disclaim all liability arising from your use of them.
b. Prohibitions. In using the Site, you further agree not to:
i. take any action that imposes an unreasonable load on the Site’s infrastructure;
ii. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted on the Site;
iii. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site;
iv. delete or alter any material GRI or any other person or entity Posts (defined in Section 4.a below) on the Site;
v. frame or link to any of the materials or information available on the Site except that an Artist may do so to promote his or her Campaign;
vi. alter, deface, mutilate, or otherwise bypass any approved software through which the Site is made available;
vii. use any trademarks, service marks, design marks, logos, photographs, or other content belonging to Company or obtained from the Site in a manner that is not permitted by the functionalities provided by GRI on the Site except that an Artist may do so to promote his or her Campaign;
viii. access, tamper with, or use non-public areas of the Site, GRI’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of GRI’s providers;
ix. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including GRI employees;
x. provide any false personal information to GRI;
xi. create a false identity or impersonate another person or entity in any way;
xii. create a new account with GRI, without GRI’s express written consent, if GRI has previously disabled an account of yours;
xiii. restrict, discourage, or inhibit any person from using the Site, disclose personal information about a third person on the Site or obtained from the Site without the consent of that person, or collect information about Users;
xiv. use the Site to send emails or other communications to persons who have requested that you not send them communications;
xv. use the Site, without GRI’s express written consent, for any purpose that is not authorized by these Terms, including communicating or facilitating any commercial advertisement or solicitation or spamming;
xvi. gain unauthorized access to the Site, to other Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Site;
xvii. Post or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected to the Site;
xviii. interfere with or disrupt the Site, networks, or servers connected to the Site or violate the regulations, policies or procedures of those networks or servers;
xix. use Campaign contributions for any purpose other than the Funding Purpose if you use the Site as an Artist;
xx. fail to perform any obligation that you have to any Fan on the Site if you use the Site as an Artist, including, without limitation, failing to deliver any Reward earned by a Fan under the applicable Reward terms;
xxi. violate any applicable federal, state, or local laws or regulations, or these Terms, when accessing or using the Site, which may include, without limitation, if you access and use the Site as an Artist, (1) offering or providing to Fans any Reward that (a) would constitute a “security” (as such term is defined in the Securities Act of 1933); (b) involves any form of financial incentive or participation in any profit sharing; or (c) would constitute any form of lottery or gambling under applicable law; or (2) otherwise conducting the Campaign or using contributions in any manner that would or may violate any applicable laws, rules or regulations; or
xxii. assist or permit any persons in engaging in any of the activities described above.
3. Information Provided to GRI.
a. Registration/Sign-up. You are required to register with GRI to gain full access to the Site. You agree to provide true, accurate, current, and complete information as requested in any registration or sign-up form that you submit to GRI through the Site, and to update this information promptly, and as necessary, to keep it current and accurate.
b. Log In Credentials. You are responsible for maintaining the security of your log in credentials required to use or access certain portions or features of the Site, and are fully responsible for all activities that occur through the use of your credentials by you or any third party. You agree to notify GRI immediately at Support@RoadNation.com if you suspect or know of any unauthorized use of your log in credentials or any other breach of security with respect to your account. GRI will not be liable for any loss or damage arising from unauthorized use of your credentials.
4. User Content.
a. Definition. “User Content” means any content that any User uploads, posts or transmits (collectively, “Post”) to or through the Site including, without limitation, any text, photographs, audiovisual works, sound recordings (and the musical works embodied therein) and/or any other works subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws. For the avoidance of doubt, User Content excludes GRI Content (defined below).
b. Intellectual Property Rights. YOU RETAIN ALL RIGHTS IN ANY USER CONTENT YOU POST TO THE SITE. BY POSTING USER CONTENT ON OR THROUGH THE SITE YOU ARE MERELY GRANTING GRI A LICENSE PURSUANT TO THESE TERMS.
c. License Grants. You hereby grant to GRI an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from Third Party Sites, and otherwise exploit and use (collectively, “Use”) all User Content you Post to or through the Site by any means, through any media and formats now known or hereafter developed, for the purposes of (a) advertising, marketing, and promoting GRI and the Site; and (b) operating the Site. You further grant GRI a royalty-free license to use your User name, image, and likeness to identify you as the source of any of your User Content. You must not Post any User Content on or through the Site or transmit to GRI any User Content that you consider to be confidential or proprietary. Any User Content Posted by you to or through the Site or transmitted to GRI will be considered non-confidential and non-proprietary, and treated as such by GRI, and may be used by GRI for any purpose or disclosed by GRI to any third party with or without notice to you and without any liability to GRI. For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting Company the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
d. You Must Have Rights to the Content You Post. You must not Post any User Content to the Site if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Site. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings to the Site unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to Company under these Terms. You represent and warrant that: (i) you own the User Content Posted by you on or through the Site or otherwise have the right to grant the license set forth in these Terms; (ii) the Posting and Use of your User Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content on the Site will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Site does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on the Site.
e. Specific Rules for Musical Works. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher agree to these Terms. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms.
f. Through-To-The-Audience Rights. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of Third Party Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such Third Party Site via the Site.
g. Waiver of Rights to User Content. By Posting User Content to or through the Site, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. You also waive and agree not to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Site.
h. Objectionable Content. You agree not to Post any User Content to the Site that is infringing upon third party intellectual property rights, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar,, obscene, pornographic, hateful, or promoting discrimination, bigotry, racism, or hatred, as GRI may determine in its sole discretion (collectively, “Objectionable Content”). If you encounter any Objectionable Content on the Site, email GRI at Support@RoadNation.com or inform us through the functionality offered on the Site. You acknowledge and agree that GRI provides you the right to report Objectionable Content as a courtesy, and GRI has no obligation to remove or take any other action with respect to any Objectionable Content on the Site that you report to us.
i. No Liability. For the avoidance of doubt, GRI will not be liable for any unauthorized use of User Content by you or any third party.
5. Intellectual Property Rights.
a. License. GRI hereby grants you a revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the Site and any GRI Content (defined below) thereon for your personal use through the functionalities provided by GRI on the Site, subject to your continued compliance with these Terms, and GRI’s right to terminate your right to use the Site in its sole discretion at any time.
b. Content. Except for User Content, the content that GRI provides to Users on the Site, including without limitation, any text, graphics, photos, software, and interactive features, is protected by copyright or other intellectual property rights and/or owned by GRI or its third party licensors (collectively, the “GRI Content”). You may not reproduce, create derivative works of, distribute, publicly display or perform, modify or otherwise use the GRI Content in any manner that is not permitted by the functionalities provided by GRI on the Site. Moreover, GRI solely owns all design rights, databases and compilation and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill.
c. Trademarks. The GRI trademarks, service marks, and logos (the “GRI Trademarks”) used and displayed on the Site are GRI’s registered and unregistered trademarks or service marks. Other product and service names located on the Site may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the GRI Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage GRI or the applicable third-party, GRI’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from the Site in any manner that is not permitted by the functionalities provided by GRI through the Site. All goodwill generated from the use of any GRI Trademark will inure solely to GRI’s benefit.
d. Reservation of Rights. GRI hereby reserves all rights not expressly granted to you in this Section. Accordingly, nothing in these Terms or on the Site will be construed as granting to you, by implication, estoppel, or otherwise, any additional rights in and to the Site or any GRI Content or Trademarks located or displayed therein.
6. Feedback. We appreciate hearing from our Users and welcome your comments regarding the Site. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (collectively, “Feedback”): (a) you hereby grant to us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free and unlimited license to use the Feedback, whether written or oral, in any manner and media whatsoever; (b) we will not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and (c) we will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
7. Copyright Policy.
a. General. GRI respects the intellectual property of others. Infringing activity will not be tolerated on the Site. GRI’s intellectual property policy is to (i) remove or disable access to material that GRI believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Site; and (ii) remove any content made available on the Site by “repeat infringers.” GRI considers a “repeat infringer” to be any person that has uploaded User Content or Feedback to or through the Site and for whom GRI has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. GRI has discretion, however, to terminate any User’s right to use the Site after receipt of a single notification of claimed infringement or upon GRI’s own determination.
b. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. GRI may share your Notification of Claimed Infringement with the User alleged to have infringed a right you own or control, and you consent to GRI making such disclosure. Your communication must include the following:
i. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
ii. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
iii. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit GRI to locate the material;
iv. Information reasonably sufficient to permit GRI to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
v. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may want to consult with a lawyer and/or review 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
c. Designated Agent. GRI’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted by email at Copyright@RoadNation.com.
d. False Notifications of Claimed Infringement and Counter Notifications. The Copyright Act provides that:
any person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [GRI] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f).
GRI reserves the right to seek damages from any party that submits a notification under this Section 7 in violation of the law.
8. Indemnity. You agree to indemnify and hold GRI, and its officers, directors, employees, agents, successors, and assigns harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to (i) your access, use, or misuse of the Site or GRI Content; (ii) your violation of these Terms or any law applicable to your use of the Site; or (iii) your User Content. GRI will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if GRI is unable to communicate with you in a timely manner because of your failure to maintain current contact information with GRI, your indemnification obligation will continue notwithstanding GRI’s inability to contact you in a timely manner.
9. Warranty Disclaimers and Release.
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND GRI HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY MATERIALS AND CONTENT (INCLUDING USER CONTENT) LOCATED THEREON, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING SENTENCE, BECAUSE GRI MERELY PROVIDES AN ONLINE PLATFORM THAT CONNECTS ARTISTS AND Fans, GRI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT (i) WHETHER ARTISTS WILL COMPLY WITH THESE TERMS OR APPLICABLE LAW WHEN ADMINISTERING CAMPAIGNS ON THE SITE (INCLUDING, WITHOUT LIMITATION, BY USING CONTRIBUTIONS SOLELY FOR THE FUNDING PURPOSE AND/OR PROVIDING Rewards TO Fans WHO EARN THEM); OR (ii) THE QUALITY, MORALITY, SAFETY OR LEGALITY OF ANY (1) CAMPAIGN LAUNCHED ON THE SITE; (2) Rewards OFFERED ON THE SITE; OR (3) CONTRIBUTION MADE BY ANY Fan ON THE SITE. ACCORDINGLY, YOU SOLELY AND EXCLUSIVELY ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SITE.
b. You agree not to hold GRI or its officers, directors, employees, licensors, suppliers, successors or assigns (collectively, the “GRI Parties”) liable to any degree in connection with any dispute that you have with any other User arising from or relating to your use of the Site (“Disputes”), and you hereby irrevocably release all Company Parties from any and all claims, demands, losses, liabilities, and damages, including, but not limited to, actual and consequential, of every kind and nature, whether known and unknown, arising out of or in any way connected with any Dispute, regardless of whether any Company Party becomes involved in any resolution or attempted resolution of the Dispute. Any Dispute you have with another User of the Site is to be resolved by you and such User in any forum with jurisdiction over such Dispute, and you agree to indemnify any Company Party for any costs incurred by it if you involve such party in the Dispute or any attempt to resolve such Dispute.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) IN NO EVENT WILL ANY GRI PARTY BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE (OR INABILITY TO ACCESS OR USE) THE SITE OR ANY MATERIALS OR CONTENT (INCLUDING USER CONTENT) AVAILABLE ON OR THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF EITHER PARTY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL ANY GRI PARTY BE LIABLE IN THE AGGREGATE TO YOU FOR ANY DAMAGES THAT EXCEED ANY AMOUNTS THAT YOU HAVE PAID TO GRI DURING THE PRIOR THREE MONTHS.
11. Term and Termination.
a. Term. These Terms will be effective commencing with your first use of the Site and will remain in full force and effect throughout your use of the Site, until such time as you cease all use of the Site, subject to the Survival provisions set forth below.
b. Termination. GRI may terminate your use of the Site or any features or functionalities of the Site at any time and for any reason, with or without notice, for conduct violating these Terms or upon GRI’s sole determination. You agree that if your use of the Site is terminated pursuant to these Terms, you will not attempt to use the Site, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor. You are free to terminate your use of the Site at any time by ceasing to use any aspect of the Site.
12. Jurisdictional Matters. The Site is controlled and operated by GRI primarily from its offices within the State of Maryland in the United States. GRI makes no representation that materials on the Site or through the Site are appropriate or available for use in other locations. Those who choose to access or use the Site from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Site from jurisdictions where the contents or practices of the Site are illegal, unauthorized or penalized is strictly prohibited.
13. Dispute Resolution.
a. Mandatory Arbitration. Please read this carefully. It affects your rights. THE GRI PARTIES AND YOU AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE. Arbitration uses a neutral arbitrator instead of a jury or judge, allows for more limited discovery than in court, and is subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
i. Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to GRI, to you via any other method available to GRI, including via e-mail. The Notice to GRI should be sent to arbitration@ roadnation.com (the “Arbitration Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”). If you and GRI do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or GRI may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org. If you are required to pay a filing fee to commence an arbitration against GRI, then GRI will promptly reimburse you for your confirmed payment of the filing fee upon GRI’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
ii. Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and GRI agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iii. No Class Actions. YOU AND GRI AGREE THAT YOU AND GRI 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 OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 13.a SHALL BE NULL AND VOID.
iv. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interest of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of Maryland in conducting the arbitration. You acknowledge that these Terms and your use of the Site evidence a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.
b. Choice of Law; Choice of Forum. These Terms and your use of the Site shall be governed by the substantive laws of the State of Maryland without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and GRI under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Montgomery County, Maryland, and you and GRI hereby submit to the personal jurisdiction and venue of these courts and waive any defense of inconvenient forum.
c. Equitable Relief. The foregoing provisions of this Dispute Resolution Section do not apply to any claim in which GRI seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by GRI or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against GRI, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.
d. Claims. You and GRI agree that, notwithstanding any other rights the parties may have under law or equity, any cause of action arising out of or related to these Terms or the Site, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
e. Improperly Filed Claims. All claims you bring against GRI must be resolved in accordance with this Dispute Resolution Section. All claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution Section, GRI may recover attorneys’ fees and costs up to $5,000, provided that GRI has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
b. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. No failure or delay on the part of GRI in the exercise of any power or right under these Terms shall operate as a waiver thereof. No single or partial exercise of any right or power under these Terms shall operate as a waiver of such right or of any other right or power. The waiver by GRI of a breach of any provision of these Terms shall not operate or be construed as a waiver of any other or subsequent breach of these Terms.
c. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
d. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GRI without restriction. Any assignment attempted to be made by you in violation of these Terms shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.
e. No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and GRI as a result of these Terms or use of the Site.
f. Survival. Sections 1.b-1.j, 2, 4, 5(b)-(d), 6–10, 12-14 this Agreement will survive any expiration of the Term.
g. Headings. The heading references in these Terms are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
h. Communication. You can contact GRI by email at Support@RoadNation.com