1. Account Registration and Access
To register for the Locator Service and create an account, you must complete the registration process by providing Storemapper with the information prompted by the registration form, including e-mail address (username), password, and billing information. You agree to provide us with complete and accurate information when you register for the Locator Service, and to keep such information up to date.
You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Locator Service on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify Storemapper immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Locator Service.
Storemapper may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.
2. License to Storemapper Software
Except as expressly set forth herein, you shall not (A) use, reproduce, modify or create derivative works of the Storemapper Script, or (B) transfer, lease, lend, sublicense, use for timesharing, or service bureau purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Storemapper Script or the Locator Service.
3.1 Subscription terms
Storemapper offers a range of subscription plans to its Locator Services, including, without limitation, a "Micro Plan," a "Pro Plan," a "Premium Plan," a "Basic Plan," and "Custom Plans." As an express condition of your use of and access to the Locator Service, you agree to pay all fees applicable to your subscription plan (your "Plan"), any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Locator Service. To view the specific details of your Plan, including pricing information, visit the Storemapper Website, login at http://www.storemapper.co and click the "Settings" page after logging in.
The Locator Service is priced based on access to features and usage determined by the number of locations stored in your Storemapper database.
3.2 Changes in fees
We may, upon any notice required by applicable law, change the fees for the Locator Service at any time or require new fees or charges. Such changes will be effective immediately upon posting on our Website; provided, however, that such fee changes will be effective only as to prospective Locator Service orders (including renewals) accepted by Storemapper after the effective date of such change. Please be aware that any discounts applicable to previous subscriptions may not apply to renewed subscriptions.
3.3 Payment of fees
Your Plan, which may start with a Free Trial Period (described below), will renew automatically and continue month-to-month or year-to-year (depending on your Plan) unless and until you cancel your Plan or we terminate it, in each case pursuant to the terms of this Agreement (see Section 3.6 ("Account Cancellation") and Section 12 ("Term and Termination")). You must cancel your Plan before it renews in order to avoid fees due under the next billing cycle. To view the specific details of your Plan, visit the Storemapper Website, login at http://www.storemapper.co and click the "Settings" page after logging in. We will bill the fees due under your Plan to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.
We reserve the right to deactivate your access to the Locator Service for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.
3.4 Credit card payments
All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and in your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly notify Storemapper if your credit card is lost or stolen, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your username or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
3.5 Payment Terms, Refunds, and Upgrade and Downgrade Terms
The fees for your Plan are billed in advance, are non-refundable, and automatically renew on a monthly or annual basis, as specified in your Plan. With the exception of the Money Back Trial Period (described below), no refunds or credits will be provided for partial months of the Locator Service, upgrades/downgrades, or for months unused with an open account.
If you downgrade your Plan level, your credit card will automatically be charged the new rate beginning with your next billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. Storemapper does not accept any liability for such loss.
If you upgrade your Plan level, your credit card will immediately be charged a pro-rated amount reflecting the increased rate, and you will be charged the full amount of the new rate beginning with your next billing cycle.
Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
3.6 Account Cancellation
The only valid method for canceling your Plan is to send a cancellation cancellation email via the link provided on the "Settings" page, accessible after logging in to the Storemapper Website.
If you cancel your Plan before the end of your current pre-paid period, you will not be charged again for your Plan beginning with the next billing cycle. If you cancel your Plan, you will lose all access, upon the expiration of your current pre-paid period, to the Locator Service and any data or information stored in your account (see Section 12 ("Term and Termination") for additional details). If you cancel your Plan during a Free Trial Period or Money Back Trial Period, effective upon such cancellation, you will immediately lose all access to the Locator Service and any data or information stored in your account.
3.7 Money Back Trial Period
For subscription plans that do not involve a Free Trial Period (as described below), Storemapper may offer, during the registration process, a one-time money back period during which you can try out the Locator Service for a period of 30 days and request a refund during the specified money back period if you are unsatisfied with the Locator Service for any reason ("Money Back Trial Period").
If you participate in a Money Back Trial Period, at the commencement of the Money Back Trial Period your credit card will be charged the full amount due under your Plan, as described above.
You may cancel your Plan at any time during the Money Back Trial Period by following the steps described in Section 3.6 ("Account Cancellation"), upon which you will automatically receive a refund of all fees charged to your credit card. Upon canceling your Plan, you will immediately lose all access to the Locator Service and any data or information stored within your account (see Section 12 ("Term and Termination") for additional details).
If you fail to cancel your Plan within the Money Back Trial Period, no refund will be available to you and you will thereafter be billed on a month-to-month or year-to-year basis (depending on your Plan) unless and until you cancel your Plan or we terminate it (see Section 3.6 ("Account Cancellation") and Section 12 ("Term and Termination")). You will not receive a notice from Storemapper that your Money Back Trial Period is about to end or has ended.
Storemapper reserves the right to modify, cancel and/or limit the Money Back Trial Period offer at any time.
3.8 Free Trial Period
Storemapper may offer, during the registration process, a one-time free trial period during which you can try out the Locator Service for 7 days from the date you register to use the Locator Service without pre-paying in advance ("Free Trial Period"). To view the specific details regarding your Free Trial Period, if any, visit the Storemapper Website, login at http://www.storemapper.co and click the "Settings" page after logging in.
If you participate in a Free Trial Period, you must cancel the Locator Service by the end of the Free Trial Period to avoid incurring any charges. If you do not cancel the Locator Service before the Free Trial Period expires, you authorize us to charge your credit card the full cost of your Plan, as described to you during the registration process. Your Plan will then automatically renew and continue month-to-month or year-to-year (depending on your Plan), unless and until you cancel your Plan or we terminate it (see Section 3.6 ("Account Cancellation") and Section 12 ("Term and Termination")). You will not receive a notice from Storemapper that your Free Trial Period is about to end or has ended.
In some instances, the available balance or credit limit on the credit card provided during the registration process may be reduced to reflect the pre-authorization of certain de minimis charges related to your Plan; however, no charges will be made against your credit card unless you do not cancel prior to the end of your Free Trial Period.
You may cancel your Plan at any time during the Free Trial Period by following the steps described in Section 3.6 ("Account Cancellation"). Upon cancelling your account, you will immediately lose all access to the Locator Service and any data or information stored within your account (see Section 12 ("Term and Termination") for additional details).
Storemapper reserves the right to modify, cancel and/or limit the Free Trial Period offer at any time.
4.1 License to Client Data
As between the parties, you shall retain ownership of any information, data and statistics that Storemapper obtains from your website, such as raw data and log files generated by the Locator Service.
You hereby grant to Storemapper, and you agree to grant to Storemapper, a royalty-free, non-exclusive, irrevocable, limited right and license to access your registered web page(s) and to collect any information concerning users' actions or activities on the store locator within your web page(s), for (i) providing you with reports and other functions related to the Locator Service; (ii) analyzing and improving the Locator Service; and/or (iii) compiling aggregate data derived from your use of the Locator Service to compile statistics, metrics, insights and general trend data about the Locator Service for, among other things, marketing and promotional purposes.
You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Storemapper on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
4.2 License to Material Which You Post
By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments or other material ("Material") to the Website, you hereby grant Storemapper an irrevocable, perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform or publicly display all or any portion of the Material on our Services. You further represent and warrant that you own all rights to such Material and that this license does not infringe the rights of any third party or violate any applicable law or regulation.
As used in this Section 5, "Personally Identifiable Information" refers to information that can be used to personally identify an individual, such as name, address and phone number.
5.1 Your Obligations With Respect to Personally Identifiable Information
Your Storemapper account is protected by a username and password, and should be accessed only by you or authorized third parties. For maximum protection, you should protect against unauthorized access to your username and password and remember to log off when using any shared computer or device. Storemapper has implemented reasonable security mechanisms to protect your information and Client Data from loss, misuse and unauthorized access, disclosure, alteration and destruction. Examples of these security mechanisms include limited access, firewalls and SSL encryption to protect transmission of data. However, please keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access Client Data, information you provide to Storemapper, information we compile on your behalf, and/or information that we collect about you. Storemapper cannot guarantee the security of such information and is not responsible for unauthorized access to client accounts.
5.3 Storemapper Limits Access to Your Information
Storemapper will not knowingly permit access to, or otherwise divulge to a third party, the statistical information we compile for you except for the express purpose of generating reports which have been authorized by or approved by you, or unless acting under a good faith belief that such action is necessary to (i) conform to legal requirements or comply with legal process; (ii) protect and defend the rights or property of Storemapper; (iii) enforce our agreements with clients and/or Visitors; (iv) troubleshoot problems with the Services; or (v) generate aggregate reports as set forth below.
5.4 Aggregate Reports
Storemapper reserves the right to aggregate certain broad categories of data (such as number of queries performed per day and geographic locations) across some or all of the websites using Storemapper for the purposes set forth in Section 4 ("License to Client Data") and/or to compile reports regarding general web usage or trends, which may be provided to third parties. This information will be presented only in aggregate form, and in no event will we compile specific site data that identifies clients or clients' Visitors without client permission.
5.5 Locator Services Not Available for Websites Directed To Children
You may not use the Locator Services in connection with any website labeled or described as a "Kid's" or "Children's" website or any website directed at individuals under the age of 13.
6. Proprietary Rights; Restrictions On Use
6.1 Content on the Website
Any opinions expressed by the contributors, authors and moderators who post content to the Website are the personal opinions of the authors, not of Storemapper, whether or not the authors are employees or contractors of Storemapper. The Website and all materials published and/or distributed on or through the Website (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) are provided for informational and entertainment purposes only and are not meant to be an endorsement or representation by Storemapper or any other party.
Except for the limited licenses expressly granted herein, Storemapper expressly reserves all right, title and interest in and to the Storemapper Script, content on the Storemapper Website, and all processing, analytics, and other software and technology used by Storemapper in the analysis of your website and/or the provision of the Locator Service ("Storemapper Technology"), including, without limitation, any derivatives, improvements, enhancements or extensions of the Storemapper Technology conceived, reduced to practice or otherwise developed on or on behalf of Storemapper, all of which are valuable assets of Storemapper, and any copyright, patent or trademark or other intellectual property right, or federal or state right, pertaining thereto.
6.3 Restrictions on Use
You shall not (i) use, or allow the use of, the Services or any Storemapper Technology, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Storemapper or inconsistent with Storemapper's standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Services or Storemapper Technology, or attempt to access data of any other customer of Storemapper; (iv) remove, obscure or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Storemapper; (v) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Services; (vi) use the Services, or any Storemapper Technology, for academic research or research unrelated to your Visitors or the web page(s) registered for use with the Services, contemplated litigation, scholarship, or any other unintended purpose; (vii) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image or program; (viii) post or transmit any message, data, image or program that would violate any property rights of others; (ix) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or (x) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others.
6.4 Storemapper's Exclusive Right to Manage Material
You acknowledge that any Material you post, upload, or submit to the Website may be edited, removed, deleted, modified, published, transmitted, and displayed by Storemapper in its sole discretion and without your permission and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any Material from the Website at any time, for any reason or for no reason at all. Storemapper reserves the right to treat Material as content stored at the direction of users for which Storemapper will not exercise control except to block or remove content that comes to Storemapper's attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Storemapper, or to enforce the rights of third parties or the content restrictions set forth in this Agreement when notice of their violation comes to Storemapper's attention. However, Storemapper shall not be responsible for controlling or editing any Material and Storemapper cannot ensure prompt removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Material.
You agree to indemnify, hold harmless and (if requested by Storemapper) defend Storemapper, at your expense, against any and all third-party claims, actions, proceedings, and suits asserted against Storemapper or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by Storemapper or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Services, or (iii) your unauthorized use of the Storemapper Script. In such instances, Storemapper will provide you with electronic and written notice of such third-party claim, action, proceeding, or suit to the last e-mail address and mailing address furnished to Storemapper within 30 days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. Storemapper reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
8. Representations and Warranties; Disclaimers
You represent and warrant to Storemapper that you (i) own all right, title and interest in and to the URLs of your website; (ii) own or have obtained all rights necessary to publish all of the content published on or through your website and the user interface of your website; and (iii) have obtained all necessary consent(s) from Visitors required to enable the Services.
In addition, you grant Storemapper the right to access Client Data for the purposes of (A) providing you with reports and other functions related to the Services; (B) analyzing and improving the Services; and/or (C) compiling aggregate data derived from your use of the Services to compile statistics, metrics, insights and general trend data about the Services for, among other things, marketing and promotional purposes.
The information, reports and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Storemapper and/or its respective vendors may make improvements and/or changes in the Services at any time, without obligation to notify any person or entity of such changes.
The Services may contain links to third party websites ("Third Party Websites"). Access to Third Party Websites is at your own risk and Storemapper is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on Third Party Websites. The Third Party Websites are not under the control of Storemapper and as such, Storemapper is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Website. Storemapper provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.
Storemapper does not represent or warrant that (1) the Services will be error-free or accessible at particular times, (2) defects will be corrected, (3) the Services, or the server(s) that makes it available, are free of viruses or other harmful components, or (4) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that Storemapper shall not be responsible for unauthorized access to or alteration of your data.
THE SERVICES, THE STOREMAPPER SCRIPT AND ANY REPORTS DERIVED THEREFROM ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY STOREMAPPER EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE STOREMAPPER SCRIPT, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. STOREMAPPER DOES NOT WARRANT THAT THE SERVICES, THE STOREMAPPER SCRIPT OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE Locator ServiceS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.
9. Service Failures
Storemapper does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of your equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond Storemapper's control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Storemapper or your servers are located or co-located.
10. Limitations of Liability
STOREMAPPER WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF Storemapper HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL
STOREMAPPER'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID TO STOREMAPPER FOR USE OF THE SERVICES.
11. US Government Rights
If the use of the Locator Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. Â§ 227.7202-4 (for Department of Defense ("DOD") acquisitions) and 48 C.F.R. Â§Â§ 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in Storemapper Technology, including its rights to use, modify, reproduce, release, perform, display or disclose Storemapper Technology, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
12. Term And Termination
12.1 In General
Storemapper may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach this Agreement or for any other reason.
12.2 Termination of Locator Services
Either party may terminate the Locator Services at any time and for any reason. To terminate your use of the Locator Service, please follow the steps described in Section 3.6 ("Account Cancellation"). Requests to cancel by e-mail or phone are not considered, and do not accomplish, cancellation.
Upon any termination of the Locator Services (i) Storemapper will cease providing the Locator Service; (ii) you will delete all copies of the Storemapper Script from your web page(s); (iii) any outstanding balance payable by you to Storemapper will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (iv) you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your historical report data will no longer be available to you through Storemapper.
In addition, upon expiration of any Session with respect to a web page, you shall delete all copies of the Storemapper Script from such web page.
13. Modifications To This Agreement And Other Policies
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (i) by obtaining our written consent in a notarized agreement signed by an officer of Storemapper; or (ii) as set forth below in the immediately following paragraph.
You agree that Storemapper may modify the terms of this Agreement or any policy governing the Services from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify you of any material revisions or modifications to the Agreement by posting a notice on the Storemapper Website for 30 days following any revisions or modifications to this Agreement and/or by posting a notice on the Storemapper Website the first time that you visit the Website following such revisions or modifications. You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after the passage of 30 days from the time the revised terms and conditions are first posted on the Website. We assume no responsibility for your failure to actually receive notice. You are responsible for regularly reviewing the Website for revisions to this Agreement.
You will not use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity.
15. Miscellaneous; Applicable Law and Venue
Storemapper shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
This Agreement (including any amendment thereto) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
15.3 Agreement to Arbitrate
Certain portions of this Section 15.3 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Storemapper agree that we intend that this Section 15.3 satisfies the "writing" requirement of the Federal Arbitration Act.
If any controversy, allegation, or claim arises out of or relates to the Services, the Website, your Plan, or this Agreement, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a "Dispute"), then either you or Storemapper may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Kings County, New York; but if the applicable arbitration rules or laws require the arbitration to be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, Storemapper shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. You and Storemapper will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Storemapper to pay a greater portion or all of such fees and costs in order for this Section 15.3 to be enforceable, then Storemapper will have the right to elect to pay the fees and costs and proceed to arbitration.
In arbitration, as with a court, the arbitrator must honor the terms of this Agreement and can award the prevailing party damages and other relief (including attorneys' fees). However, WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN 1 YEAR AFTER THE DISPUTE ARISES â€” OR IT WILL BE FOREVER BARRED.
The foregoing provisions of this Section 15.3 will not apply to any (A) legal action taken by Storemapper to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, the Website, your Plan, this Agreement and/or Storemapper's intellectual property rights (including such Storemapper may claim that may be in dispute), Storemapper's operations, and/or Storemapper's products or services or (B) controversy, allegation or claim that arises out of relates to Storemapper's actual or alleged intellectual property rights.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
15.4 Choice of Law and Forum
This Agreement shall be governed by and construed under the laws of the state of New York without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and New York law, rules, and regulations, New York law, rules and regulations shall prevail and govern. Except to the extent that arbitration is required in accordance with Section 15.3 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Kings County, New York. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Kings County, New York. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Storemapper Script and Storemapper Technology are controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.
Storemapper may deliver notice to you under this Agreement by means of electronic mail, a general or specific notice on the Services, a communication to your Storemapper account or by written communication delivered by first class U.S. mail to your address on record.
Any notices to Storemapper must be sent to:
412 Pacific St, Suite #4
Brooklyn NY, 11217
via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default.
15.6 Transfer of Rights
You may not assign or otherwise transfer any of your rights hereunder without Storemapper's prior written consent, and any such attempt is void. The relationship between Storemapper and you is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.
16. Special Admonitions for International Use
Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the Services.