ACCEPTANCE OF TERMS
RaeNotes , Inc. ("Rae," "we," "us,"
"our") provides its services (described below) to you through RaeNotes internet sites (the "Web
Sites"), its mobile applications, Application Program Interface information ("APIs"), and related
services (collectively, such services, including including any updates, enhancements, new features,
and/or the addition of any new Web properties to the Site), subject to the following Terms of
Service (as amended from time to time, the "Terms of Service"), unless we have provided those items
to you under more specific terms, in which case, those more specific terms will apply to the
relevant item.
RaeNotes reserves the right to update the Terms of Service at any time
without notice to you. The most current version of the Terms of Service can be reviewed by clicking
on the "Terms of Services" hypertext link located on the Site. Any such changes will become
effective no earlier than fourteen (14) days after they are posted, except that changes addressing
new functions of the Services or changes made for legal reasons will be effective immediately. Your
continued use of the Service after the date any such changes become effective constitutes your
acceptance of the new Terms of Service. You may not modify, copy, distribute, transmit, display,
perform, reproduce, publish, license, create derivative works from, transfer, or sell any
information, APIs, or services obtained from the Web Sites, except as permitted by the Terms of
Service.
IF YOU DO NOT ACCEPT ALL OF THESE TERMS, DO NOT USE THIS
SITE.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN
AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND
OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU
HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO
PURSUE CLAIMS AGAINST RAENOTES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF
(INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
PRIVACY
POLICY
Please see the Privacy Policy relating to the collection and use of
your information. By using the Web Site and providing any information, you are consenting to the
processing of your information by RaeNotes and consenting to our Privacy Policy, available here. In addition, when using certain services, you
will be subject to any additional terms applicable to such services that may be posted on the
Service from time to time, including, without limitation, the Privacy Policy. All such terms are
hereby incorporated by reference into these Terms of Service.
ACCESS AND USE
OF THE SERVICE
Services Description: Our Services are
designed to provide you with a simple and intuitive platform that allows you to store, search,
transcribe, mark up, and organize your video and audio files.
Your Registration
Obligations:
You may be required to register with Rae in order to access and use
certain features of the Service. If you choose to register for the Service, you agree to provide and
maintain true, accurate, current and complete information about yourself as prompted by the
Service's registration form. Registration data and certain other information about you are governed
by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service,
with or without registering. In addition, if you are under 18 years old, you may use the Service,
with or without registering, only with the approval of your parent or guardian.
Member
Account, Password and Security:
You are responsible for maintaining the confidentiality
of your password and account, if any, and are fully responsible for any and all activities that
occur under your password or account. You agree to (a) immediately notify Rae of any unauthorized
use of your password or account or any other breach of security, and (b) ensure that you exit from
your account at the end of each session when accessing the Service. Rae will not be liable for any
loss or damage arising from your failure to comply with this Section.
Modifications
to Service:
Rae reserves the right to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or without notice. You agree that Rae will not
be liable to you or to any third party for any modification, suspension or discontinuance of the
Service.
Confidentiality of Your Files: To use our Services, you may
provide us with video and audio files by uploading it to our Site. We understand that your files may
contain sensitive information and take the confidentiality of your files seriously. Unless you have
given us your express permission, we will not use or share your files for any other purposes except
to provide you with our transcription and other related services.
General
Practices Regarding Use and Storage:
You acknowledge that Rae may establish general
practices and limits concerning use of the Service, including without limitation the maximum period
of time that data or other content will be retained by the Service and the maximum storage space
that will be allotted on Rae's servers on your behalf. You agree that Rae has no responsibility or
liability for the deletion or failure to store any data or other content maintained or uploaded by
the Service. You acknowledge that Rae reserves the right to terminate accounts that are inactive for
an extended period of time. You further acknowledge that Rae reserves the right to change these
general practices and limits at any time, in its sole discretion, with or without notice.
CONDITIONS OF USE
User Conduct: You are solely
responsible for all code, video, images, information, data, text, software, music, sound,
photographs, graphics, messages or other materials ("content")
that you upload, post, publish or display (hereinafter, "upload") or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Rae. Rae reserves the right to investigate and take appropriate legal action against anyone who, in Rae's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortuous, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Rae, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Rae or its users to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Payment Terms: In order to use the Services, you may be required to select a payment plan.
You will have the opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars.
Price: Rae reserves the right to determine pricing for the Service. Rae will keep pricing information published on the website up to date.
We encourage you to check our website periodically for current pricing information. Rae will give you advance notice of changes before they apply.
Refund Policy: We offer full refund for remaining credits within fourteen (14) days after the date that Rae charges you. There is no refund for recordings which have already been transcribed.
If you cancel your Monthly Subscription your cancellation will take effect the following month and you will still be charged the Fee for the current month.
No refund will be available for any remaining days in the month.
If the charges were made in error, we will credit your account or credit card account for the amount that was charged in error. You must let Rae know within thirty (30) days after the date that Rae charges you.
Please allow at least 10 business days for the refund to be credited to you. Remaining credits will expire after 12 consecutive inactive months. An inactive month is a month without a payment.
Special Notice for International Use; Export
Controls:
Software (defined below) available in connection with the Service and the
transmission of applicable data, if any, is subject to United States export controls. No Software
may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export
laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the
Internet, you agree to comply with all local rules and laws regarding your use of the Service,
including as it concerns online conduct and acceptable content.
Commercial
Use:
Unless otherwise expressly authorized herein or in the Service, you agree not to
display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works
from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of
the Service, use of the Service, or access to the Service.
INTELLECTUAL PROPERTY
RIGHTS
Service Content, Software and Trademarks: You
acknowledge and agree that the Service may contain content or features ("Service Content") that are
protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except
as expressly authorized by Rae, you agree not to modify, copy, frame, scrape, rent, lease, loan,
sell, distribute or create derivative works based on the Service or the Service Content, in whole or
in part, except that the foregoing does not apply to your own User Content (as defined below) that
you legally upload to the Service. In connection with your use of the Service you will not engage in
or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are
blocked by Rae from accessing the Service (including by blocking your IP address), you agree not to
implement any measures to circumvent such blocking (e.g., by masking your IP address or using a
proxy IP address). Any use of the Service or the Service Content other than as specifically
authorized herein is strictly prohibited. The technology and software underlying the Service or
distributed in connection therewith are the property of Rae, our affiliates and our partners (the
"Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse
assemble or otherwise attempt to discover any source code, sell, assign, sub-license, or otherwise
transfer any right in the Software. Any rights not expressly granted herein are reserved by Rae.
The Rae name and logos are trademarks and service marks of Rae (collectively the "Rae
Trademarks"). Other company, product, and service names and logos used and displayed via the Service
may be trademarks or service marks of their respective owners who may or may not endorse or be
affiliated with or connected to Rae.
Nothing in this Terms of Service or the Service
should be construed as granting, by implication, estoppel, or otherwise, any license or right to use
any of Rae Trademarks displayed on the Service, without our prior written permission in each
instance. All goodwill generated from the use of Rae Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Rae be liable in any
way for any content or materials of any third parties (including users), including, but not limited
to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a
result of the use of any such content. You acknowledge that Rae does not pre-screen content, but
that Rae and its designers will have the right (but not the obligation) in their sole discretion to
refuse or remove any content that is available via the Service. Without limiting the foregoing, Rae
and its designers will have the right to remove any content that violates these Terms of Service or
is deemed by Rae, in its sole discretion, to be otherwise objectionable. You agree that you must
evaluate, and bear all risks associated with, the use of any content, including any reliance on the
accuracy, completeness, or usefulness of such content.
You acknowledge and agree that any
questions, comments, suggestions, ideas, feedback or other information about the Service
("Submissions"), provided by you to Rae are non-confidential and Rae will be entitled to the
unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise,
without acknowledgment or compensation to you.
You acknowledge and agree that Rae may
preserve content and may also disclose content if required to do so by law or in the good faith
belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal
process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to
claims that any content violates the rights of third parties; or (d) protect the rights, property,
or personal safety of Rae, its users and the public. You understand that the technical processing
and transmission of the Service, including your content, may involve (a) transmissions over various
networks; and (b) changes to conform and adapt to technical requirements of connecting networks or
devices.
Copyright Complaints: Rae respects the intellectual property of
others, and we ask our users to do the same. If you believe that your work has been copied in a way
that constitutes copyright infringement, or that your intellectual property rights have been
otherwise violated, you should notify Rae of your infringement claim in accordance with the
procedure set forth below.
Rae will process and investigate notices of alleged
infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA")
and other applicable intellectual property laws with respect to any alleged or actual infringement.
A notification of claimed copyright infringement should be emailed to Rae's Copyright Agent at
support@raenotes.com (Subject line: "DMCA Takedown Request").
To be effective, the
notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or - intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Counter-Notice:
If you believe that your User Content that was removed (or to which access was disabled) is not
infringing, or that you have the authorization from the copyright owner, the copyright owner's
agent, or pursuant to the law, to upload and use the content in your User Content, you may send a
written counter-notice containing the following information to the Copyright Agent:
- physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Delaware city, Delaware, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If
a counter-notice is received by the Copyright Agent, Rae will send a copy of the counter-notice to
the original complaining party informing that person that it may replace the removed content or
cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court
order against the content provider, member or user, the removed content may be replaced, or access
to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole
discretion.
Repeat Infringer Policy: In accordance with the DMCA and
other applicable law, Rae has adopted a policy of terminating, in appropriate circumstances and at
Rae's sole discretion, users who are deemed to be repeat infringers. Rae may also at its sole
discretion limit access to the Service and/or terminate the memberships of any users who infringe
any intellectual property rights of others, whether or not there is any repeat infringement.
THIRD PARTY WEBSITES
The Service may provide, or third
parties may provide, links or other access to other sites and resources on the Internet. Rae has no
control over such sites and resources and Rae is not responsible for and does not endorse such sites
and resources. You further acknowledge and agree that Rae will not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any content, events, goods or services available on or through any such
site or resource. Any dealings you have with third parties found while using the Service are between
you and the third party, and you agree that Rae is not liable for any loss or claim that you may
have against any such third party.
INDEMNITY AND RELEASE
You agree to release, indemnify and hold Rae and its affiliates and their officers, employees,
directors and agents (collectively, "Indemnitees") harmless from any and all losses, damages,
expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury
(including death) arising out of or relating to your use of the Service, any User Content, your
connection to the Service, your violation of these Terms of Service or your violation of any rights
of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless
any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of
any action or inaction of such Indemnitee. If you are a California resident, you waive California
Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor." If you are a resident of
another jurisdiction, you waive any comparable statute or doctrine.
DISCLAIMER
OF WARRANTIES
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RAE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
RAE
MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
EXPECTATIONS.
LIMITATION OF LIABILITY
YOU EXPRESSLY
UNDERSTAND AND AGREE THAT RAE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RAE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT
OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL
RAE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE
PAID RAE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE
LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE
DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE
REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE
FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO
BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE
SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH
PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION
CAREFULLY AS IT AFFECTS YOUR RIGHTS.
AGREEMENT TO ARBITRATE
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as
the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may
arise between you and Rae, whether arising out of or relating to this Terms of Service (including
any alleged breach thereof), the Platform, any advertising, any aspect of the relationship or
transactions between us, shall be resolved exclusively through final and binding arbitration, rather
than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert
individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement
does not preclude you from bringing issues to the attention of federal, state, or local agencies,
and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by
entering into this Terms of Service, you and Rae are each waiving the right to a trial by jury or to
participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge
or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration
Agreement.
Prohibition of Class and Representative Actions and Non-Individualized
Relief
YOU AND RAE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER
ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND RAE AGREE OTHERWISE, THE ARBITRATOR MAY NOT
CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY
FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF
(INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY
SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S
INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC
INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS
PROVISION.
Pre-Arbitration Dispute Resolution
Rae is always
interested in resolving disputes amicably and efficiently, and most customer concerns can be
resolved quickly and to the customer's satisfaction by emailing customer support at
support@raenotes.com. If such efforts prove unsuccessful, a party who intends to seek arbitration
must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice
must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific
relief sought. If Rae and you do not resolve the claim within sixty (60) calendar days after the
Notice is received, you or Rae may commence an arbitration proceeding. During the arbitration, the
amount of any settlement offer made by Rae or you shall not be disclosed to the arbitrator until
after the arbitrator determines the amount, if any, to which you or Rae is entitled.
ARBITRATION PROCEDURES
Arbitration will be conducted by a
neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and
procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as
modified by this Arbitration Agreement. For information on the AAA, please visit its website
http://www.adr.org. Information about the AAA Rules and fees
for consumer disputes can be found at the AAA's consumer arbitration page http://www.adr.org/consumer_arbitration.
If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration
Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator
determines that the application of the inconsistent Arbitration Agreement terms would not result in
a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of
Service as a court would. All issues are for the arbitrator to decide, including, but not limited
to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
Although arbitration proceedings are usually simpler and more streamlined than trials and other
judicial proceedings, the arbitrator can award the same damages and relief on an individual basis
that a court can award to an individual under the Terms of Service and applicable law. Decisions by
the arbitrator are enforceable in court and may be overturned by a court only for very limited
reasons.
Unless Rae and you agree otherwise, any arbitration hearings will take place in a
reasonably convenient location for both parties with due consideration of their ability to travel
and other pertinent circumstances. If the parties are unable to agree on a location, the
determination shall be made by AAA. If your claim is for $10,000 or less, Rae agrees that you may
choose whether the arbitration will be conducted solely on the basis of documents submitted to the
arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA
Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a
reasoned written decision sufficient to explain the essential findings and conclusions on which the
award is based.
COSTS OF ARBITRATION
Payment of all filing,
administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the
AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief
sought is $75,000 or less, at your request, Rae will pay all Arbitration Fees. If the value of
relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are
economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise
determines for any reason that you should not be required to pay your portion of the Arbitration
Fees, Rae will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that
the costs of arbitration will be prohibitive as compared to the costs of litigation, Rae will pay as
much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being
cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
CONFIDENTIALITY
All aspects of the arbitration proceeding, and
any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of
all parties.
SEVERABILITY
If a court or the arbitrator decides
that any term or provision of this Arbitration Agreement (other than the subsection (b) titled
"Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or
unenforceable, the parties agree to replace such term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.
If a court or the arbitrator decides that any of the provisions of subsection (b) above titled
"Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or
unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless
subsection (b) above is deemed to be invalid or unenforceable solely with respect to claims for
public injunctive relief. The remainder of the Terms of Service will continue to apply.
FUTURE CHANGES TO ARBITRATION AGREEMENT
Notwithstanding
any provision in this Terms of Service to the contrary, Rae agrees that if it makes any future
change to this Arbitration Agreement (other than a change to the Notice Address) while you are a
user of the Platform, you may reject any such change by sending Rae written notice within thirty
(30) calendar days of the change to the Notice Address provided above. By rejecting any future
change, you are agreeing that you will arbitrate any dispute between us in accordance with the
language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or
accepted any subsequent changes to these Terms of Service).
TERMINATION
You agree that Rae, in its sole discretion,
may suspend or terminate your account (or any part thereof) or use of the Service and remove and
discard any content within the Service, for any reason, including, without limitation, for lack of
use or if Rae believes that you have violated or acted inconsistently with the letter or spirit of
these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds
for termination of your use of Service, may be referred to appropriate law enforcement authorities.
Rae may also in its sole discretion and at any time discontinue providing the Service, or any part
thereof, with or without notice. You agree that any termination of your access to the Service under
any provision of this Terms of Service may be effected without prior notice, and acknowledge and
agree that Rae may immediately deactivate or delete your account and all related information and
files in your account and/or bar any further access to such files or the Service. Further, you agree
that Rae will not be liable to you or any third party for any termination of your access to the
Service.
USER DISPUTES
You agree that you are solely
responsible for your interactions with any other user in connection with the Service and Rae will
have no liability or responsibility with respect thereto. Rae reserves the right, but has no
obligation, to become involved in any way with disputes between you and any other user of the
Service.
GENERAL
These Terms of Service constitute the
entire agreement between you and Rae and govern your use of the Service, superseding any prior
agreements between you and Rae with respect to the Service. You also may be subject to additional
terms and conditions that may apply when you use affiliate or third party services, third party
content or third party software. These Terms of Service will be governed by the laws of the State of
California without regard to its conflict of law provisions. With respect to any disputes or claims
not subject to arbitration, as set forth above, you and Rae agree to submit to the personal and
exclusive jurisdiction of the state and federal courts located within Delaware City, Delaware. The
failure of Rae to exercise or enforce any right or provision of these Terms of Service will not
constitute a waiver of such right or provision. If any provision of these Terms of Service is found
by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties' intentions as reflected in the provision, and the
other provisions of these Terms of Service remain in full force and effect. You agree that
regardless of any statute or law to the contrary, any claim or cause of action arising out of or
related to use of the Service or these Terms of Service must be filed within one (1) year after such
claim or cause of action arose or be forever barred. A printed version of this agreement and of any
notice given in electronic form will be admissible in judicial or administrative proceedings based
upon or relating to this agreement to the same extent and subject to the same conditions as other
business documents and records originally generated and maintained in printed form. You may not
assign this Terms of Service without the prior written consent of Rae, but Rae may assign or
transfer this Terms of Service, in whole or in part, without restriction. The section titles in
these Terms of Service are for convenience only and have no legal or contractual effect. Notices to
you may be made via either email or regular mail. The Service may also provide notices to you of
changes to these Terms of Service or other matters by displaying notices or links to notices
generally on the Service.
YOUR PRIVACY
At Rae, we respect the
privacy of our users. For details please see our Privacy Policy. By using the Service, you consent
to our collection and use of personal data as outlined therein.