Terms of Use

Last Updated: February 1, 2019
Equiday, Inc. dba Equiday

The website(s) located at the equiday software download (the “Site”) is a copyrighted work belonging to Equiday, Inc. dba Equiday (“Company”, “us”, “our”, and “we”).

This Terms of Use Agreement (this “Agreement”) sets forth the legally binding agreement that governs your use of the Site, the equiday software platforms (including Allocate Pro), and any other products and services made available by Company (collectively, the “Services”), as ordered by you under one or more ordering documents, including an order form or customer agreement (each, an “Order Form”). By clicking the “I AGREE” button, completing the registration process, and/or accessing or using the Services, you are agreeing to be bound by the terms and conditions of this Agreement (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement (on behalf of yourself or the entity that you represent). You may not access or use the Site or Services or accept this Agreement if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Site or Services.

EQUIDAY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE, MODIFY, ADD, OR REMOVE PORTIONS OF THIS AGREEMENT, AT ANY TIME.

THE TERM OF THIS AGREEMENT BEGINS WHEN YOU ACCESS OR USE THIS SITE, OR YOUR LOGIN OR LICENSE INFORMATION IS FIRST DISTRIBUTED TO YOU, AND CONTINUES AS LONG AS YOU ACCESS OR USE THE SITE OR SERVICES.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION (SECTION 9.3) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

EQUIDAY IS NOT A FINANCIAL, LEGAL, OR TAX ADVISOR AND THE SERVICES ARE NOT INTENDED TO PROVIDE FINANCIAL, LEGAL, TAX, INVESTMENT, OR INSURANCE ADVICE.

1. Relationship to Other Agreements

1.1 Supplemental Terms. Depending on the services or materials you will be providing to, or receiving from, Equiday, other terms may apply in addition to this Agreement (“Supplemental Terms”). If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Services.

1.2 License and Service Agreements. In the event of a conflict between the terms of your license agreement or service agreement, as applicable, the terms of such agreement will take precedence over the terms set forth in this Agreement.

2. Accounts

2.1 Account Creation. In order to use certain features of the Site, you must have been registered for an account (“Account”) through your authorized representative (“Authorized Representative”) and provide certain information about yourself and/or the entity on behalf of whom you registered the Account, as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by communicating your intent directly to your Authorized Representative. Company may suspend or terminate your Account in accordance with Section 8. In the event of any deletion, suspension, or termination of your Account, we may, but are not obligated to retain and/or store any User Data, to the extent not prohibited by applicable laws.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We may have access to your initial password when your account is first setup, however, once you reset your password as prompted during your first login, we will not have access to your password, and for security reasons, if you forget your password, we will reset your password. Equiday cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. Access to the Site and Services

3.1 License. Subject to this Agreement, including any restrictions set forth on the applicable Order Form(s) and payment of applicable fees set forth thereon, Company grants you a non-transferable, non-sublicensable, non-exclusive, revocable, limited license to use and access the Services ordered on one or more Order Forms, solely for your own personal or internal business, noncommercial use, in accordance with these Terms of Use and subject to any restrictions set forth on the applicable Order Form(s). Licenses are facilitated through the office of the Authorized Representative and are available for a fixed term of one year, unless otherwise stated in an Order Form.

3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed or obtained on or through the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to this Agreement. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) or Services must be retained on all copies thereof. Further, you agree that you will not, under any circumstances: (i) use cheats, exploits, automation software, bots, hacks, mods or any unauthorized software designed to modify or interfere with any Site or Services; (ii) interfere with or damage Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iii) modify or cause to be modified any files that are a part of the Site or Services; (iv) disrupt, overburden, or aid or assist in the disruption or overburdening of: (A) any computer or server used to offer or support the Site or Services; or (B) the enjoyment of the Site or Services by any other person; or (v) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another User) to protect the Site or Services.

3.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or Services, or any part thereof.

3.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

3.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services and any and all content thereof are owned by Company or Company’s suppliers. Neither this Agreement (nor your access to the Site or Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Company and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement. Any use of third-party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement.

3.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals provided to Company by you (“Feedback”) are made at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site and Services.

4. Indemnification

You agree to indemnify, defend, and hold Company (and its officers, employees, affiliates, parents, subsidiaries, officers, directors, licensors, partners, consultants, and agents) harmless from any claims, liabilities, damages, losses, costs, expenses, fees (including costs and attorneys’ fees) that such incurred as a result or arising from (a) your use of the Site or Services, (b) your violation of this Agreement, (c) your violation of applicable laws, rules or regulations, (d) your violation of any rights of any other person or entity, (e) any viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines input by you into the Site or Services; and (f) your User Data (as defined below). Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5. User Data; Other Users; and Third Party Links & Ads

5.1 User Data. Account data and all other data and information provided by you to or through the Services, and/or otherwise relating to your use of the Services, shall be referred to as “User Data.” As between us and you, you shall own all User Data you provide to or through the Services. You assume all risks associated with the use of your User Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Data that makes you or any third party personally identifiable. You may not state or imply that your User Data is in any way provided, sponsored or endorsed by us. Because you alone are responsible (and Company is not responsible) for your User Data, you may incur liability if, for example, your User Data violates this Agreement. We are not obligated to backup any User Data and User Data may be deleted at any time. You are solely responsible for creating backup copies of your User Data if you desire.

5.2 License to User Data. You hereby grant to us a limited, non-exclusive, transferable, perpetual, irrevocable license to use, reproduce, modify, display, perform, and creative derivative works of any User Data: (i) to provide the Services hereunder, and (ii) for our business purposes, including to (x) monitor and improve the Services and (y) use, display, modify and create derivative works of the User Data to create and compile Aggregate Data, including insights, analysis and statistics for training (both human and computer) and other business purposes. “Aggregate Data” means aggregated statistics and/or data created or derived by us from User Data or our provision or your use of the Service; provided, however, that such Aggregate Data will not identify you individually. We will own all right, title and interest in and to the Aggregate Data, which we retain the right to use for any purpose in our sole and absolute discretion.

5.3 Other Users. Your interactions with other users of the Site or Services are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

5.4 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

5.5 Investigations. The Company may, but is not obligated to, monitor or review the Services and User Data at any time. Without limiting the foregoing, the Company shall have the right, in its sole discretion, to remove any of User Data for any reason (or no reason), including if such User Data violates the Terms of Use or any applicable law. Although the Company does not generally monitor user activity occurring in connection with the Services or User Data, if the Company becomes aware of any possible violations by you of any provision of the Terms of Use, the Company reserves the right to investigate such violations, and the Company may, at its sole discretion, immediately terminate your license to use the Site or Services, or change, alter or remove User Data, in whole or in part, without prior notice to you.

6. Disclaimers

THE SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY WITH RESPECT TO THE PROTECTION OF USER DATA, NOR DO WE GUARANTEE DATA AVAILABILITY WHATSOEVER. FURTHER, WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THE SITE, SERVICES, OR ANY RESULTS OR INFORMATION OBTAINED THEREFROM, WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE, CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, ANY LICENSE OR SERVICES AGREEMENT, AND ANY SUPPLEMENTAL TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE FEES PAID UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS DIRECTLY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Term and Termination

Subject to this Section, this Agreement will remain in full force and effect while you access or use the Site or Services. We may suspend or terminate your rights to use the Site or Services (including your Account) at any time for any or no reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement. Upon termination of your rights under this Agreement, your Account and right to access and use the Site or Services will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 3.5 and 4-9.

9. General

9.1 Changes. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site or Services. These changes will be effective immediately for new users of our Site or Services. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

9.2 Force Majeure. Company will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

9.3 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 641 S St NW, Third Floor, Washington, DC 20001. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN A COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND THE COMPANY IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Rockville, Maryland, for such purpose

9.4 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

9.5 International Users. The Services can be accessed from countries around the world. The availability of the Services outside the United States does not imply that we intend to announce such Services in your country. The Services are offered by us from our facilities in the United States. We make no representation that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own risk and volitions and are responsible for compliance with local law.

9.6 Disclosures. Company is located at the address in Section 9.11. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

9.7 Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

9.8 Governing Law. This Agreement will be governed and interpreted by and under the laws of the State of Maryland, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

9.9 Entire Terms. This Agreement constitutes the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

9.10 Copyright/Trademark Information. Copyright © 2018 Equiday, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

9.11 Contact Information: Justin Dayhoff, Address:2275 Research Blvd., Suite 500, Rockville, Maryland 20850 Telephone: (240) 388-9661 Email: justin@equiday.org

For help, call (240) 388-9661
Mon – Fri, 9am – 5pm EST

Terms of Use info@equiday.org © 2019 Equiday

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