Effective Date: March 23, 2020
Groundwork’s Services constitute a technology platform that assists in financial management for youth sports organizations. This includes management of member dues, budgeting, expense tracking, spending management, and disbursements. As used below, “Organizer” refers to any individual or entity that creates an account and establishes one or more teams (“Team”) on the Services to facilitate receiving payments and/or disbursing funds; “Payer” refers to an individual or entity that creates an account for the purpose of using the Service to facilitate making payments in connection with its affiliate with a Team; “Team Assistant” refers to an individual who is assigned to a Team by an Organizer within an existing Organizer’s account in Groundwork to assist in managing a Team; and “You” refers to you, either as an “Organizer”, “Payer” or “Team Assistant”.
READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. USE OF THIS WEBSITE IS ACCEPTANCE OF THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
We may alter the Materials and Services offered to You and/or choose to modify, suspend or discontinue the Services at any time and without notifying You. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Any modifications to these Terms will be posted on this Website and, if You have registered with Groundwork, by email to the address provided during registration.
If You object to any such modifications, your sole recourse shall be to cease using this Website. Your continued use of this Website following notice of any such modifications indicates your acknowledgement and agreement to be bound by the modifications. These Terms may be superseded by additional legal notices or terms located on particular pages of this Website. These additional terms are incorporated into these Terms and may supersede these Terms where designated.
By using this Website, You promise that You are at least 18 years of age. If you are accessing the Website on behalf of a company or other legal entity (“Entity”), you represent that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. This Website is intended only for personal or internal business purposes ("Permitted Purposes").
In these Terms we are granting You a limited, personal, non-exclusive, non-transferable license to use and to display Groundwork’s Materials. Your right to use the Materials is conditioned on Your compliance with these Terms. You have no other rights in this Website or any Materials and You may not modify, edit, copy, reproduce, create derivative works, reverse engineer, alter, enhance or in any way exploit any of this Website or Materials without Groundwork’s expressed written consent. If You breach any of these Terms, your license will terminate automatically and You must immediately destroy any downloaded or printed Materials.
By using the Website and/or the Services provided on or through the Website, You consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or Services provided on or through the Website. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
Links To Third-Party Sites
Certain areas of this Website (e.g., blogs, chat rooms or customer ratings and review areas) may permit You to submit feedback, information, data, text, software, messages, or other materials (each, a "User Submission"). You agree that You are solely responsible for all of Your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that You will be able to edit or delete any User Submission You have submitted.
By submitting any User Submission, You are promising Groundwork that:
- You own all rights in your User Submissions (including, without limitation, all rights to the reproduction and display of your User Submissions) or, alternatively, You have acquired all necessary rights in your User Submissions to enable You to grant the rights in your User Submissions as described in these Terms;
- You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions;
- Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
- You voluntarily agree to waive all "moral rights" that You may have in your User Submission;
- Any information contained in your User Submission is not known by You to be false, inaccurate, or misleading;
- Your User Submission does not violate any law (including, but not limited to, those governing copyright, trademark, export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, vulgar, pornographic, obscene, invasive of another's privacy, or unlawfully harassing to any individual, partnership, or corporation.
- You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
- Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
- Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
- Your User Submission does not contain any information that You consider confidential, proprietary, or personal that you have not consented to share with Groundwork; and
- Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
By submitting a User Submission, You grant Groundwork an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
- Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submission (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
- Use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
- Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.
We may, but are not obligated to, pre-screen User Submissions or monitor any area of this Website through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through this Website and may remove at any time or refuse any User Submissions for any reason.We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, You agree that We may freely disclose Your User Submission to any third party absent any obligation of confidence on the part of the recipient.
To be clear, we authorize Your use of this Website only for Permitted Purposes. Any other use of this Website beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website. All rights in this Website remain Groundwork’s property.
Unauthorized use of this Website may result in violation of various United States and international copyright laws. Absent Groundwork’s expressed written permission, You are not authorized to use this Website in any of the following ways:
- For any public or commercial purpose which includes use of this Website on another site or through a networked computer environment;
- In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Website;
- In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- To stalk, harass, or harm another individual;
- To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- To interfere with or disrupt this Website or servers or networks connected to this Website;
- To use any data mining, robots, or similar data gathering or extraction methods in connection with this Website; or
- Attempt to gain unauthorized access to any portion of this Website or any other accounts, computer systems, or networks connected to this Website, whether through hacking, password mining, or any other means.
You agree to defend, indemnify and hold harmless Groundwork and its respective officers, directors, employees, agents and suppliers (collectively “Disclaiming Entities”) from and against any third party claim, suit, demand, loss, liability, damage, action, proceeding or suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to (i) your breach of these Terms; (ii) your actions and omissions in connection with your accounts or our services; (iii) our actions and omissions, taken/omitted in accordance with these Terms or your instructions; or (iv) your violation of any laws and regulations; or (v) your negligent or reckless act or omission or willful misconduct. This provision shall survive the termination of these Terms.
Intellectual Property Rights
“Groundwork”, “Team Payments on Autopilot”, and “Frictionless Team Payments” are trademarks that belong SportsPayPartners, LLC. Other trademarks, names and logos on this Website are the property of their respective owners.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Website are our sole property, Copyright © 2019 SportsPay Partners LLC. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensee.
We respect the intellectual property rights of others and encourage You to do the same. Accordingly, we have a policy of removing User Submissions that violate intellectual property rights of others, suspending access to this Website (or any portion thereof) for intellectual property rights violations, and/or terminating, in appropriate circumstances, the account of any user of this Website used to violate someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe your copyright or other intellectual property right is being infringed by a user of this Website, please provide written notice to our agent for notice of claims of infringement:
Attn: DMCA Agent
SportsPay Partners, LLC
177 E Colorado Blvd Ste 200
Pasadena, CA 91105
To be sure the matter is handled immediately, your written notice must:
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
- Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address);
- Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, our agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide our agent with a written counter-notification that includes the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
We reserve the right, in our sole discretion, to terminate the account or access of any user of this Website or Service who is the subject of repeated DMCA or other infringement notifications.
Disclaimer Of Warranties
YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR OWNERS’ OBLIGATIONS TO PROVIDE ATHLETIC SERVICES PURCHASED WITH OUR SERVICES AND WE ARE NOT RESPONSIBLE FOR PAYERS’ OBLIGATIONS TO PAY FOR THOSE ATHLETIC SERVICES. IN ADDITION, WE DO NOT HOLD OR TRANSMIT ANY FUNDS BELONGING TO PAYERS OR OWNER AND WE ARE NOT LIABLE FOR ANY DELAYS OR OTHER FAILURES IN THE DELIVERY OF PAYMENTS DUE TO THE ACTIONS OR INACTIONS ANY PAYMENT PROCESSOR OR OTHER THIRD PARTY.
THIS WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE IS WITH YOU.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE WEBSITE IS FREE OF PROBLEMS.
We make no warranty that this Website will meet your requirements or that this Website will be uninterrupted, timely, secure, error-free, or that defects in this Website will be corrected.We make no warranty as to the results that may be obtained from the use of this Website or as to the accuracy or reliability of any information obtained through this Website. No advice or information, whether oral or written, obtained by You through this Website or from Groundwork shall create any warranty. We disclaim all equitable indemnities.
Limitation Of Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, REGARDLESS OF WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT WE RECEIVE FROM OUR THIRD PARTY PROVIDER OF PAYMENT PROCESSING SERVICES IN CONNECTION WITH TRANSACTIONS CONDUCTED BY YOU VIA OUR SERVICES DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.
Local Laws; Export Control
We control and operate this Website from our headquarters in the United States of America and the entirety of this Website may not be appropriate or available for use in other locations or countries. If You use this Website outside the United States of America, You are solely responsible for following applicable local laws.
Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
If you are an Organizer, you agree to pay the applicable fees related to Your use of this Website and our Services which are described at https://www.ground.work/fees.html and on the Payment Schedule Dialog on each Team page. These pages describe any fees charged by the Payment Processor and Groundwork’s fees for facilitating payments over each platform. Use of our Services is express authorization for Groundwork to process these fees.
If You are a Payer, You agree to pay the applicable fees related to your use of this Website and our Services and for the athletic services provided by the Organizer, which are aggregated and set forth on the Payment Schedule Dialog on the team enrollment process.
We collect our fees when payment is being processed. We are not responsible for any failures of Organizer or Payer, and will never be liable for Team refunds, chargebacks, or other bank debits. For all users, we reserve the right to suspend or terminate your account and/or access to our Services and this Website for late payment or when your payment cannot be processed.
Your account may be canceled at any time, but a refund will not be provided.
Errors or Questions about Transactions
Please contact us by emailing us at email@example.com (1) if you believe a transaction receipt or a statement is wrong, or (2) if you need more information about a transaction on the receipt or statement. For consumer accounts, we must hear from you no later than sixty (60) days after we sent you the first statement on which the error or problem appeared. For business accounts, we must hear from you within one (1) business day of us sending you a receipt. Your inquiry must include: (x) your name, email associated with your account, and your account number (if available); (y) a description of the error or the transaction you are unsure about, and a clear explanation of why you believe there is an error or why you need more information; and (z) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your inquiry via email within ten (10) business days.
Ten-Day Time Period: Groundwork will investigate promptly and, except as otherwise provided in this paragraph, shall determine whether an error occurred within 10 business days of receiving a notice of error. Groundwork shall report the results to the consumer in writing within three business days after completing its investigation. Groundwork shall correct the error within one business day after determining that an error occurred.
Forty Five-Day Time Period:
If Groundwork is unable to complete its investigation within 10 business days, Groundwork may take up to 45 days from receipt of a notice of error to investigate and determine whether an error occurred, provided Groundwork does the following: (1) Provisionally credits the consumer's account in the amount of the alleged error (including interest where applicable) within 10 business days of receiving the error notice. Groundwork need not provisionally credit the consumer's account if:*
- Groundwork does not receive written confirmation within 10 business days of an oral notice of error; or
- The alleged error involves an account that is subject to Regulation T (Securities Credit by Brokers and Dealers, 12 CFR part 220)
(2)Informs the consumer, within two business days after the provisional crediting, of the amount and date of the provisional crediting and gives the consumer full use of the funds during the investigation;
(3) Corrects the error, if any, within one business day after determining that an error occurred; and
(4) Reports the results to the consumer within three business days after completing its investigation (including, if applicable, notice that a provisional credit has been made final).
(3) Extension of time periods. The time periods described above may be extended as follows:
- Extension of Ten-Day Time Period - The time limit for resolution is extended to 20 business days in place of 10 business days if the notice of error involves an electronic fund transfer to or from the account within 30 days after the first deposit to the account was made; or
- Extension of Forty Five-Day Time Period - The time limit for resolution is extended to 90 days in place of 45 days for completing an investigation, if a notice of error involves an electronic fund transfer that occurred within 30 days after the first deposit to the account was made.
Bank services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, email firstname.lastname@example.org or call (415) 688-2943.
If you believe an unauthorized electronic funds transfer has been made, please contact email@example.com or call (844) 922-0922. Groundwork support via chat and email is available M-F 9 am PT - 5 pm PT. Phone support for banking and card issues is available M-F from 6 am PT to 6 pm PT.
Remote Deposit Capture
Remote Deposit Capture. Via the Remote Deposit Capture Services we allow you to make deposits into your Account by using the mobile application to take a legible picture of the front and back of a negotiable check and transmitting such images. We will attempt to collect the item by presenting the image or converting the image into a digital representation of the original check (“Substitute Check”). Unlike traditional check deposits, you retain the original paper check when you use Remote Deposit Capture. We request you to retain the original check for at least thirty (30) days after you submit the check image to us.
Necessary endorsement. The checks to be deposited via Remote Deposit Capture shall be properly endorsed in the same manner in which it is made payable to you and with the restrictive endorsement "For mobile deposit only."
Cut-off Time. Your check image must be received by 4:00 pm PST to be considered deposited in such day. Any check image received by us after 4:00 pm PST will be considered as deposited in the following business day.
Availability. The amount shall be made available in your account no later than two (2) business days after the day you made the Remote Deposit. We may place a hold on your deposited check for a longer period of time if we have reasonable cause to doubt collectability of the check. In case you deposit remotely a check in an amount higher than $200 (two hundred dollars) we will make $200 available to you no later than one (1) business day after the day after the day you made the deposit and the excess amount in no later than two (2) business days.
Longer Delays. In other circumstances, a longer hold period may apply before funds deposited by check are available in your Account. For example, a longer delay may apply in the following cases: (i) we believe a deposited check will not be paid; (ii) you deposit one or more checks totaling $5,000 or more in one day; (iii) you redeposit a check that has been previously returned unpaid; (iv) your Account had a negative balance anytime in the previous six (6) months; and (v) we experience an emergency, such as failure of communication or computer delays. We can delay the availability of your check if your deposit account was opened 30 days or less from the date you remotely deposited your check. In such cases, we will send you an electronic notice informing if your ability to withdraw funds is delayed for any reason and when your funds may be available. Generally, funds will be available no later than ten (10) business days after the deposit is accepted for processing.
Electronic Fund Transfer Disclosure Statement
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
A. Definitions: Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.
B. Your Liability: Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.
We reserve the right, at our sole discretion, to restrict, suspend, or terminate your access to our Services and these Terms at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of our services at any time without prior notice or liability.
Dispute Resolution And Arbitration; Class Action Waiver
Please Read This Provision Carefully. It Affects Your Legal Rights.
This provision facilitates the prompt and efficient resolution of any dispute, claim or controversy (collectively “Dispute”), whether based in contract, statute, regulation, ordinance, tort, including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence, that may arise between You and Groundwork. Dispute is given the broadest meaning enforceable by law and includes any claims against other parties relating to Services or products provided or billed to You (such as Our licensors, suppliers, dealers or third-party vendors) whenever You also assert claims against Us in the same proceeding.
This Provision provides that all Disputes between You and Groundwork shall be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this provision which means You would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions).
EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, You must first give Groundwork the opportunity to resolve the Dispute by emailing us at firstname.lastname@example.org the following information: (1)your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief You seek. If We do not resolve the Dispute within 45 days after receiving your notification, than You may pursue your dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, You or We may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this provision by emailing Us at email@example.com the following information: (1) your name; (2) your address; (3) a clear statement that You do not wish to resolve disputes through arbitration. Any decision to opt-out of this arbitration provision will have no adverse effect on our relationship. Any opt-out request received after the opt-out deadline will not be valid and You must pursue your dispute in arbitration or small claims court.
If this provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either You or We may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because this Website and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration
You or We may initiate arbitration in either Los Angeles, California or the federal judicial district that includes your billing address. In the event that You select the latter, We may transfer the arbitration to Los Angeles, California so long as We agree to pay any additional fees or costs which the arbitrator determines You incur as a result of the transfer.
Payment of Arbitration Fees and Costs
So long as You place a request in writing prior to commencement of the arbitration, We will pay all arbitration fees and associated costs and expenses. But, You will still be responsible for all additional fees and costs that You incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if You provide notice and negotiate in good faith with Us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both You and We specifically agree to do so following initiation of the arbitration. If You choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You.
Neither You, nor any other user of this Website can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by accepting this Provision in these Terms, You and We are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, You and We might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
This provision shall survive the termination of Your account with Us or Our affiliates and Your discontinued use of this Website. Notwithstanding any provision in this Agreement to the contrary, We agree that if We make any change to this provision (other than a change to the Notice Address), You may reject any such change and require Us to adhere to the language in this provision if a dispute between Us arises.
We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We will even provide You with recommended necessary corrective action(s) because We value this relationship.
However, certain violations of these Terms, as determined by Us, may require immediate termination of Your access to this Website without prior notice to You. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in Los Angeles County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, We are not waiving our rights. These Terms are the entire agreement between You and Groundwork and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements about this Website or Groundwork’s Services. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If You have any questions about these Terms or otherwise need to contact us for any reason, You can always reach us at firstname.lastname@example.org