Client Powered, Inc., a Delaware corporation (“our”, “us”, “we”, and “Client Powered”) offers proprietary services and certain content that we may provide through any of our websites (any of which and all together, the “Service”) that is designed to enable you (personally and, if applicable, on behalf of the entity for whom you are using the Service; collectively, “you” or “Customer”) to manage and track client communications.
PLEASE 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 WITH THE BANTER. YOU MAY OPT OUT OF THE ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
Before we can permit use of the Service, it is important to us that we have a common understanding concerning the terms and conditions that govern such use. This document and the documents that we incorporate by making reference to them here, like our privacy policy (“Privacy Policy”) and pricing and terms set forth on the fee schedule (“Fee Schedule”) (collectively, the “Agreement”), together set forth and establish our common understanding about your use of the Service. When you create an account or use the Service, you agree to be bound by this Agreement. Please read this Agreement carefully and save it. If you would like us to send you a copy for your records, you can request that by sending us an email at support@clientpowered.com. If you do not agree with it, you should not use the Service.
You represent and warrant to us that you have the power and authority to enter into this Agreement on behalf of you and any third party that you are representing or otherwise acting on behalf of. Also, you represent and warrant that the information that you provide to us will be current, true, accurate, supportable, and complete.
Customer may allow Customer’s employees, independent contractors, and staff (collectively, “Authorized Users”) to use the Service on behalf of Customer. As a condition to such use, Customer shall cause and Authorized Users shall abide by the terms set forth herein. Customer and Authorized Users shall immediately notify us in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer shall be liable for any breach of the Agreement by any Authorized User. Customer and all Authorized Users will protect the confidentiality of all account information, including usernames and passwords, and will not share such information with any person.
Your account is automatically billed in advance when you subscribe to use our proprietary service and again on each monthly, yearly anniversary (depending on the subscription term you choose) of the date you initially subscribed.
New customers on annual subscription plans are entitled to a full refund during the 30-day guarantee period, defined as the first 30 days of the original paid subscription term. Monthly subscription charges will not be refunded upon cancellation.
Customers on annual plans who do not provide notice of their intent to cancel prior to their subscription renewal date will be offered a grace period of 10 business days to cancel their subscription. Account cancellation requests received during this grace period will result in a full refund less a 3% transaction fee. Cancellation requests received after the 10 business day grace period will result in cancellation of the account effective at the end of the current subscription period. A refund will not be provided in these circumstances.
Additional clients can be added to your current subscription at any point during your subscription term. When additional clients are added and you pass a pricing threshold, you will be charged a prorated amount for the additional subscription access and will receive a prorated invoice detailing the new charges.
Account downgrades – reducing the number of clients on your current plan or decreasing the length of your subscription term – made in the middle of a subscription term will result in an account credit that will be automatically applied to a future invoice. Downgrades made after the 10 business day grace period will not result in a refund of charges.
If you cancel your account, you will not be billed again and you may continue to use the Service for the remainder of your then-current subscription term.
We accept Visa, MasterCard, and American Express. Upon failure of a monthly credit card charge, we will make up to three additional attempts to run the charge within 3 weeks of your original billing due date. After a third failed attempt, we will immediately suspend your account. We may also, at our discretion and in addition to any other remedies we may have, suspend your and your Authorized Users’ access to the Service. Upon account cancellation, we may, at our discretion, erase all of your account data from the system. You are responsible for ensuring you have any necessary local backups of your data before requesting cancellation.
We do not claim ownership rights in the documents, text, files, images, links, works of authorship, client information, or any other materials that Customer uploads, downloads, stores, or shares via the Service (collectively, “Content”). However, by uploading, downloading, storing or sharing Content through the Service, Customer hereby grants us and our third party partners a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, full paid-up, sublicensable and transferable license under Customer’s applicable intellectual property or other rights in and to the Content, to use and perform all acts with respect to the Content, in whole or in part, in any format or medium now known or later developed, as may be necessary to provide the Service to Customer. We reserve the right to remove any of the Content from the Service in our sole discretion if we determine that it may infringe another party’s rights, this Agreement, our policies, or applicable law. We may also delete, without liability, any Content or Data that remains in our Service after Customer’s failure to pay or any termination or suspension of the account.
Notwithstanding any other provisions of this Agreement, Client Powered may monitor Customer’s use of the Service and use data and information related to such use and Content in an aggregated and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between Client Powered and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by Client Powered. Customer acknowledges that Client Powered will be compiling Aggregated Statistics based on Customer’s Content and information and content input by other customers into the Service and Customer agrees that we may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.
It is important to us that Customers do not use the Service to infringe or violate the rights of others. As such, Customer represents and warrants to us that, Customer has the right to share and store the Content via the Service.
We reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement. “Client Powered” and all associated logos displayed within the Service are our trademarks (unless otherwise noted). Other trademarks, names and logos within the Service are the property of their respective owners. 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. If Customer or any Authorized User submits comments, suggestions, or other feedback regarding the Service (“Feedback”), we will be free to use such Feedback for any purpose.
Customer may not and may not permit its Authorized Users or any third party to rent, lease, lend, sell, redistribute, reproduce, sublicense the Service, or host the Service in a multi-tenant environment. Customer and Customer’s Authorized Users may not, directly or indirectly, (i) copy, decompile, reverse-engineer, disassemble, decode, decrypt, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof, (ii) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Service or any copies thereof, or (iii) engage in any activity with the Service that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party. Customer shall not exploit the Service in any unauthorized way whatsoever, including, but not limited to, in furtherance of criminal, fraudulent, or other unlawful activity, by trespass or burdening network capacity. Customer must comply with applicable laws and regulations in using or accessing the Service, including any data provided via the Service. We reserve the right to monitor the Service and access your account for the purpose of determining that your usage is in compliance with this Agreement and for other support and customer service purposes.
Customer may not and may not permit its Authorized Users or any third party to store or process any information in a medical record that can be used to identify an individual, and that was created, used, or disclosed in the course of providing a health care service, such as a diagnosis or treatment, known as Protected Health Information (“PHI“).
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing Content or other user submissions that violate intellectual property rights of others, suspending access to the Service (or any portion thereof) to any user who uses the Service in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Service in violation of 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 the Service, please provide written notice to our agent for notice of claims of infringement:
Attn: Client Powered DMCA Agent, John Bowman; Email: John@clientpowered.com
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 email 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 a 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, the agent will be unable to address the listed concern.
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.
We reserve the right, in our sole discretion, to terminate the account or access of any user of the Service who is the subject of repeated DMCA or other infringement notifications.
Our Service includes links to other web sites or services whose privacy practices may differ from those of Client Powered. Your information is governed by their privacy policies. We encourage you to carefully read the privacy policy of any web site you visit.
Similarly, to enjoy certain third party offerings and services (“Third Party Services”), certain third party terms (each, “Third Party Terms”) may apply. Third Party Terms may be presented for review and acceptance at the time that Customer undertakes such activity within the Service, and any such Third Party Terms shall constitute an agreement between Customer and such third party. We are not responsible for Third Party Services.
Certain Third Party Services may be integrated with the Service. These Third Party Services are not provided by Client Powered. Your ability to use the Third Party Services may be limited according to the applicable Third Party Terms. When you integrate with a Third Party Service, you authorize us to exchange any of your data, whether confidential or not, with the Third Party Service, including without limitation Intuit and Google email, so you can take advantage of integration with the Services. Such data may include Customer’s or Customer’s clients’ financial or personal information with third parties. In addition, Customer agrees that we may provide such Customer data to the third party service provider. Customer represents and warrants that Customer has the rights and authority to provide such authorizations to the third party service providers and Client Powered. Customer’s use and/or access to Third Party Services shall be limited to those uses and access rights permitted by the third party service provider. If Customer accesses or uses the Third Party Services, Customer is responsible for reviewing and understanding any Third Party Terms governing such Third Party Services. Any links to a Third Party Service or website that you find in the Service are provided for convenience only and we do not control or endorse any material or information found on those third party sites. Customer understands that Developer has no control over the Third Party Services and that Customer’s ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.
The Service or some aspects thereof may not be available in all languages or in all countries. We make no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. Customer uses the Service at its own initiative and is responsible for compliance with any applicable laws. We may also impose limits on the use or access to the Service as required by law.
We will provide Customer with a commercially reasonable amount of email support regarding use of the Service. Scheduled system maintenance shall take place from time to time, and during such time, the Service may be unavailable. Emergency maintenance may be required at other times in the event of system failure. We make no guarantees about Service uptime.
This Agreement is effective until terminated by Customer or us or so long as Customer continues to use the Service (whichever is later). Customer’s right to use or access the Service will terminate automatically without notice from us if Customer or any Authorized User fails to comply with any term(s) of this Agreement. Upon termination of the Agreement, Customer and its Authorized Users shall cease all use of or access to the Service. Notwithstanding the forgoing, any use by Customer of the public portions of the Client Powered website will be governed by this Agreement. Customer acknowledges that except to the extent we otherwise agree in writing or in the Supplemental Terms (defined below), we may restrict, modify, or terminate the Services or Customer’s access to the Service, without liability, for our convenience; provided that if we terminate this Agreement for our convenience we will refund a pro rata portion of any pre-paid fees. You may cancel the Service at any time by sending an email requesting cancellation of your subscription to billing@clientpowered.com. Your cancellation will be effective as of the end of your billing cycle, if applicable, as long as you notify us at least 5 days before the end of the cycle. Otherwise, the cancellation will be deemed given in the following billing cycle.
To enjoy certain aspects of the Service, additional terms may apply. We will present supplemental terms and conditions for review and acceptance at the time you undertake such activity within the Service, and any such supplemental terms (each, “Supplemental Terms”) shall become part of this Agreement. You are hereby further acknowledging and agreeing that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ANY THIRD PARTY SERVICES AND ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE, OUR LICENSORS AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
CUSTOMER UNDERSTANDS AND AGREES THAT ANY USE OF THE SERVICES, THIRD PARTY SERVICES OR DATA PROVIDED VIA THE THIRD PARTY SERVICES OR SERVICES WILL BE AT CUSTOMER’S SOLE RISK, AND THAT, IF THERE IS ANY LIABILITY IN CONNECTION WITH THE SERVICES, INCLUDING LIABILITY ARISING FROM A SECURITY BREACH OR CLIENT POWERED’S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH CLIENT POWERED AND NOT ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WE OR OUR AFFILIATES HAVE LIABILITY TO CUSTOMER FOR DAMAGES IN EXCESS OF THE AMOUNT OF TWENTY-FIVE DOLLARS ($25) OR THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO CUSTOMERS. SPECIFICALLY, IF YOU ARE A NEW JERSEY RESIDENT, THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY.
The data and the files that Customer enters into the service shall, except to the extent provided herein, constitute the confidential information of Customer (“Confidential Information”). Except as is set forth herein, we agree not to disclose your Confidential Information and agree only to use the Confidential Information in connection with the Service. We may disclose Confidential Information as may be required by law or pursuant to court order. Confidential Information shall not include any information which (i) is now, or hereafter becomes, through no act or failure to act on our part, generally known or available to the public without breach of this Agreement by us; (ii) was acquired by us without restriction as to use or disclosure before receiving such information from the disclosing party; (iii) is obtained by us from a third party authorized to make such disclosure; or (iv) is independently developed by us without use of or reference to your Confidential Information.
Customer shall own all right, title, and interest in and to the data that is collected by us from Customer in connection with Customer’s use of the Service (“Data”). Customer grants and agrees to grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license to use such Data (a) in order to provide Service to Customer; (b) for statistical use (provided that such data is not identifiable to Customer); and (c) as necessary to monitor and improve the Service. Customer acknowledges that to the extent that it transmits account or payment information via the Service in payment therefore, such data may be governed by the terms of third party payment processors.
Customer may not use or otherwise export or re-export the Service or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Service was accessed or obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, Customer represents and warrants that it is not located in any such country or on any such list. Customer also agrees that it will not use the Service for any purposes prohibited by applicable law. The Service and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
We may need to be able to communicate with Customer about the Service and would like to make certain commercial offers available to Customer from time to time. You consent on behalf of customer and authorized users to receive commercial emails from us and/or our partners, and acknowledge and agree that your primary email addresses and other information may be used for the purposes of initiation of commercial email messages. We will allow Customer to opt out of receiving some of these messages, but in order to stop receiving any messages from us whatsoever (including administrative messages regarding the Service), Customer will need to terminate its account.
We may modify the terms of this Agreement from time to time. Any such modification shall be effective when we notify Customer of the modification (via an update to the terms delivered via email or through the Service) and Customer subsequently signifies its acceptance or uses the Service.
Service fees and pricing are set forth in the Fee Schedule. We may update the pricing at any time by providing you with notice by email or through the Service. Unless otherwise stated in our notice, updated prices will apply to Services for the monthly billing cycle following the delivery of such notice. All fees are due and payable in U.S. dollars and are exclusive of applicable sales, excise, use, or similar taxes. Customer shall pay all such taxes directly or to us, as required by applicable law.
This Dispute Resolution and Arbitration; Class Action Waiver Provision (“Dispute Resolution Provision”) facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Dispute Resolution Provision (with the exception of the enforceability of the Class Action Waiver clause below)) that may arise between you and us. Effectively, then, “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 Dispute Resolution Provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance of this Agreement constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. To be clear, 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 Dispute Resolution Provision by following the procedure described below, 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). CLIENT POWERED AND YOU AGREE 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.
For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by emailing us at 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, then you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
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 Dispute Resolution Provision by emailing us at support@clientpowered.com the following information: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally. In fact, your decision to opt-out of this Dispute Resolution Provision will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out Deadline so keep in mind that 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, as applicable.
If this Dispute Resolution Provision applies (i.e., you did not opt out of this Dispute Resolution Provision) 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 selected by us. 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 Dispute Resolution 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 Dispute Resolution 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 the Service and this Agreement 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.
Arbitration Award – 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 Philadelphia, Pennsylvania or the federal judicial district that includes your billing address. In the event that you select the latter, we may transfer the arbitration to Philadelphia, Pennsylvania 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.
Neither party shall be in default for failing to perform any obligation hereunder, under than the payment of monies, if such failure is caused by supervening conditions beyond the parties’ respective control, including without limitation, acts of God, illegal acts of third parties, civil commotion, strikes, terrorism, failure of third party networking equipment, failure of the public Internet, power outages, labor disputes, or governmental demands.
The laws of the State of Utah, excluding its conflicts of law rules, govern this Agreement and Customer’s use of the Service. Use of the Service may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between us regarding use of or access to the Service. 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. This Agreement operates to the fullest extent permissible by law. We may freely transfer or assign this Agreement and any of our rights or obligations hereunder. Customer may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. Customer acknowledges that Intuit is a third party beneficiary under this Agreement with rights to enforce the terms of this Agreement. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. The proprietary rights, disclaimer of warranties, representations made by Customer, indemnities, limitations of liability, dispute resolution and arbitration, class action waiver, and miscellaneous provisions shall survive any termination of this Agreement.
When you register for Client Powered, we ask for information such as your name, company name, email address, billing address, and credit card information. Client Powered uses this collected information for the following general purposes: products and services provision, billing, identification and authentication, services improvement, contact, and research.
Your information will never be shared with or sold to other organizations for commercial purposes, except to provide products or services, when we have explicit permission, or under the following circumstances:
If it becomes necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law.
If Client Powered is acquired by or merged with another company. In this event, we will notify you before information is transferred and becomes subject to a different privacy policy.
Client Powered uses third-party vendors and partners to provide the necessary hardware, software, networking, storage, and related technology required to run our service. Although Client Powered owns the code, databases, and all rights to the Client Powered application, you retain all rights to your data.
A cookie is a small amount of data, which often includes an anonymous unique identifier, that is sent to your browser from a website’s computer and stored on your computer’s hard drive. Cookies are required to use Client Powered We use cookies to record current session information. You are required to sign in to your Client Powered account after a certain period of time has elapsed to protect you against others accidentally accessing your account contents.
Client Powered may periodically update this policy. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your Client Powered primary account holder account or by placing a prominent notice on our site.
We can be reached by email at support@clientpowered.com, Monday-Friday, 9am MST – 5pm MST.