READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to PhillipVillard.com. Your access and use of the PhillipVillard.com
website (the “Site”), the mobile application (the “App”),
and features, products and services provided by PhillipVillard.com,.
(“PhillipVillard.com,” “we,” “us,”
or “our”) through the Site or the App, but excluding
any software, products or services provided by PhillipVillard.com
under a separate written agreement, (individually and collectively,
the “Service”) is subject to the terms and conditions
If you use any aspect of the Service, or click to accept or agree
the Service, we will understand this as your acceptance of this
and warrant that you have the legal capacity to enter a contract
in the jurisdiction where you reside. If you do not accept this
Service on behalf of your employer or another entity, you represent
and warrant that you have full legal authority to bind your employer
authority, then you may not use the Service on behalf of your employer
or such other entity and you must discontinue all such use immediately.
Use at any time, and PhillipVillard.com will post the updated version
agree that you will be deemed to have accepted the updated Terms
of Use if you use any aspect of the Service after the updated Terms
of Use is posted. If at any point you do not agree to any portion
Provision of the Service. You are responsible for any Internet connection
and telecommunications fees and charges that you incur when accessing
the Service. You acknowledge and agree that PhillipVillard.com may
make changes to any aspect of the Service at any time without notifying
you in advance.
Termination of Service. PhillipVillard.com reserves the right to
deny service to any person or entity at PhillipVillard.com’s
sole and absolute discretion. You acknowledge and agree that PhillipVillard.com
may stop providing the Service or restrict your use of the Service
at any time, without notifying you in advance, for any reason or
no reason, including, without limitation, for any violation of this
any aspect of the Service to conduct any fraudulent or illegal activity.
If PhillipVillard.com disables your access to your Account (as defined
below), you may be prevented from accessing the Service, your Account
details or any materials contained in your Account.
Accounts and Security.
4.1 Personal Users; Accounts. To access the Site generally and to
make a donation through the Service, you do not need to have an
account. However, to access certain aspects of the Service, you
must have a personal user account (each, a “User”).
You can create a User by completing the applicable registration
process. To access certain other aspects of the Service, you may
also be required to create an organization Account (each, an “Account”).
Users may be Donating Users (as defined below) or may be authorized
Account users, and multiple Users may be associated with and manage
an Account. You may be required to provide information about yourself
as part of the registration process or your continued use of the
Service. You agree that any registration information that you submit
to PhillipVillard.com will be correct, accurate and up to date.
4.2 DonorID. The “DonorID” feature enables users who
make contributions through the Service (“Donating Users”)
to store their personal contact and payment information so that
they do not need to input this information each time they make a
donation through the Service, and to track their prior transactions.
To use DonorID, Donating Users must create a password/passcode or
add an alternative method of authorization accepted by PhillipVillard.com.
4.3 Payments. PhillipVillard.com does not retain amounts (other
than applicable service charges) contributed by a Donating User,
but instead these amounts are transmitted by PhillipVillard.com
directly to one or more Accounts designated by the Donating User.
These transactions are between Donating Users and recipient Accounts
(“Recipients”), and PhillipVillard.com is not a party
to these transactions. Unless otherwise noted, all currency references
are in U.S. dollars. All contributions and related service charges
are payable in accordance with payment terms in effect at the time
such contribution is made. PhillipVillard.com may, from time to
time, modify, amend, or supplement its pricing and billing procedures,
and such changes shall be effective immediately upon posting a link
on the Site or the App. If there is a dispute regarding the Service
in general, PhillipVillard.com shall have the right to terminate
the applicable User or Account without prior notice. Only the Recipient
may issue a refund to a Donating User, and PhillipVillard.com cannot
reverse the payment. Any donation refunded from a Recipient will
be returned via the payment method the Donating User used to make
the donation. If a Donating User is unable to contact the Recipient
or the Recipient is unreachable, the Donating User may contact PhillipVillard.com
by emailing firstname.lastname@example.org and specifying the request.
For the avoidance of doubt, if a credit card chargeback is initiated
by a Donating User, a debit memo may be issued to the corresponding
Recipient. EACH DONATING USER ACKNOWLEDGES AND AGREES THAT ALL SERVICE
CHARGES ARE NON-REFUNDABLE BY PhillipVillard.com IN WHOLE OR IN
4.4 Account Security. Maintaining the security of your User or Account,
as the case may be, is very important. You are solely responsible
for maintaining the confidentiality of your password/passcode for
accessing your User or Account. You agree to notify PhillipVillard.com
immediately if you become aware of any unauthorized use of your
password/passcode or of your User or Account.
4.5 No Transfer of User. Each User is registered to the corresponding
individual user only and may not be transferred to a third party
under any circumstances.
4.6 Inactive Accounts. Any Account that is inactive for more than
six (6) months and has a balance of more than $10 will be subject
to a $10 per month inactivity fee until the Account becomes active,
including due to funds transfer requests or new transactions involving
Account. Accounts with a balance of less than $10 will be subject
to an inactivity fee totaling the remaining balance.
4.7 Deactivation by You. You have the right to deactivate your User
or Account at any time. You may do so by following the deactivation
link and instructions available on the Site or by contacting us
via email at email@example.com. Once you deactivate your
User or Account, your personal information will no longer be viewable
by users of the Service. However, content previously shared with
other users of the Service may remain viewable by those users until
you delete such content. Deactivation of a User or an Account shall
not relieve the User or the Account and its Authorized Users of
not limited to obligations with respect to payment of service charges
or chargebacks related thereto or other obligations to Donating
Users who have made donations.
4.8 Deactivation by PhillipVillard.com. PhillipVillard.com may at
any time deactivate a User or Account if:
a. PhillipVillard.com determines that any User or Account is (i)
in breach of or otherwise acting inconsistently with this Terms
of Use or (ii) engaging in fraudulent or illegal activities or other
conduct that may result in liability to PhillipVillard.com, including
damage to PhillipVillard.com’s image or reputation, as determined
by PhillipVillard.com in its sole discretion;
b. PhillipVillard.com determines it is required by law to terminate
the User or Account; or
c. PhillipVillard.com decides to stop providing the Service or critical
portions of the Service.
4.9 Effect of Deactivation or Termination. If you voluntarily deactivate
your User or Account, you may reactivate that User or Account at
any time by contacting us via email at help@PhillipVillard.com.com.
Users and Accounts terminated by PhillipVillard.com for any type
of abuse including, without limitation, a violation of this Terms
of Use, may not be reactivated for any reason. Additionally, we
will securely store your User and Account activity following deactivation
or termination for our records and for fraud prevention purposes.
If we reasonably suspect that your User or Account has been used
for an unauthorized, illegal or criminal purpose, you expressly
authorize us to share information about you, your User and/or Account,
your access to the Service and any of your transactions with law
5.1 License Grant. Subject to the terms and conditions of this Terms
of Use, PhillipVillard.com hereby grants you a limited, non-exclusive,
personal, non-sublicensable, non-assignable license to use the Service,
any rules, restrictions or documentation set forth by PhillipVillard.com
from time to time.
5.2 Installation. In connection with the Service, you may install
the App on one or more mobile devices that you own or control and
that meet the minimum specifications provided by PhillipVillard.com.
5.3 Updates. PhillipVillard.com may require that you download and
install updates to the App from time to time. You acknowledge and
agree that PhillipVillard.com may update the Service with or without
notifying you and add or remove features or functions to the Service
at any time in its sole discretion. You acknowledge and agree that
PhillipVillard.com has no obligation to make the Service available
to you, make any subsequent versions of the Service available to
you or to continue to support the Service in any way. You acknowledge
that your access to the Service may not be continuous, features
may change during your use of the Service, and PhillipVillard.com
may terminate your access to the Service or stop offering the Service
at any time.
Restrictions and Conditions of Use.
6.1 Use of the Service. PhillipVillard.com permits you to view and
use the Service solely for your own personal (in the case of Donating
Users) or limited commercial use (in the case of Recipients), in
either case not inconsistent with the intended purpose of the Service.
For the avoidance of doubt, you may be both a Donating User and
a Recipient based upon your use of the Service. You agree not to
license, create derivative works from, transfer, sell or re-sell
any information, content, materials, data or services obtained from
the Service. PhillipVillard.com reserves the right to add or remove
information, content or services from the Service at any time at
its sole discretion.
6.2 Accessing the Service. You agree not to access, or attempt to
access, the Service by any means other than through the user interface
provided through the Site or the App. You specifically agree not
to access, or attempt to access, the Service through any automated
means (including, without limitation, through the use of scripts,
bots, spiders or web crawlers), and you agree to comply with the
instructions contained in any robots.txt file present on the Site
or the Service.
6.3 No Violation of Laws. You agree that you will not, in connection
with your use of the Service, violate any applicable law, ordinance,
rule, regulation or treaty. Without limiting the foregoing, you
agree that you will not make available through the Service any material
or information that infringes any copyright, trademark, patent,
trade secret, or other right of any party (including rights of privacy
6.4 Use Restrictions. You may not connect to or use the Service
a. You may not: (i) remove any proprietary notices from the Service;
(ii) cause, permit or authorize the modification, creation of derivative
works, translation, reverse engineering, decompiling, disassembling
or hacking of the Service; (iii) sell, assign, rent, lease, act
as a service bureau, or grant rights in the Service, including,
without limitation, through sublicense, to any other person or entity
without the prior written consent of PhillipVillard.com; or (iv)
make any false, misleading or deceptive statement or representation
regarding PhillipVillard.com or the Service.
limiting the foregoing, you agree that you will not: (i) institute,
assist, or become involved in any type of attack including, without
limitation, denial of service attacks, upon the Service (or any
servers, systems or networks connected to the Service) or otherwise
attempt to obstruct, disrupt or interfere with the operation of
the Service or any other person’s or entity’s use of
the Service (or any servers, systems or networks connected to the
Service); (ii) attempt to gain unauthorized access to the Service,
an Account registered to other Users, a User associated with another
user, or any servers, systems or networks connected to the Service;
(iii) use the Service for any commercial purpose unless consistent
the benefit of any third party, or charge any person or entity,
or receive any compensation for, the use of the Service, unless
you are specifically authorized to do so in a separate written agreement
with PhillipVillard.com; (iv) use the Service to develop, generate,
transmit or store information that is defamatory, harmful, abusive,
obscene or hateful; (iv) use the Service to perform any unsolicited
commercial communication not permitted by applicable law; or (v)
use the Service to engage in any activity that (A) constitutes harassment
or a violation of privacy or threatens other people or groups of
people; (B) is harmful to children in any manner; (C) constitutes
phishing, pharming or impersonates any other person or entity, or
steals or assumes any person’s identity (whether a real identity
or online nickname or alias); or (D) violates any applicable law,
ordinance, rule, regulation or treaty.
limiting the foregoing, you agree that you will not use the Service
for any other unlawful, prohibited, abnormal or unusual activity
as determined by PhillipVillard.com in its sole discretion.
6.5 No Data Mining or Harmful Code. You agree that you will not
(a) obtain or attempt to obtain any information from the Service
including, without limitation, email addresses or mobile phone numbers
of other Donating Users or Recipients or other data; (b) intercept,
examine or otherwise observe any proprietary communications protocol
used by the Service, whether through the use of a network analyzer,
packet sniffer or other device; or (c) use any type of bot, spider,
virus, clock, timer, counter, worm, software lock, drop dead device,
Trojan horse, trap door, time bomb or any other codes, instructions
or third party software that is designed to provide a means of surreptitious
or unauthorized access to, or distort, delete, damage or disassemble,
you are solely responsible, and PhillipVillard.com has no responsibility
or liability to you or any other person or entity, for any breach
breach. PhillipVillard.com may at its option, terminate its relationship
with you, or may suspend your Account immediately if it determines
you are using the Service contrary to the restrictions found in
7.1 Links from the Site. The Site may contain links to websites
operated by other parties. PhillipVillard.com provides these links
to other websites as a convenience and use of these websites is
at your own risk. The linked websites are not under the control
of PhillipVillard.com and PhillipVillard.com is not responsible
for the content available on the other websites. Such links do not
imply PhillipVillard.com’s endorsement of information or material
on any other website and PhillipVillard.com disclaims all liability
with regard to your access to and use of such linked websites.
7.2 Links to the Site. Unless otherwise set forth in a written agreement
between you and PhillipVillard.com, you must adhere to PhillipVillard.com’s
linking policy as follows: (a) the appearance, position and other
aspects of the link may not be such as to damage or dilute the goodwill
associated with PhillipVillard.com’s or its licensors’
names and trademarks; (b) the appearance, position and other attributes
of the link may not create the false appearance that your organization
or entity is sponsored by, affiliated with, or associated with PhillipVillard.com;
and (c) when selected by a user, the link to the Site must display
the Site on full-screen and not within a “frame” on
the linking website, except as permitted by PhillipVillard.com for
purposes of embedding a campaign form onto a Recipient’s website.
PhillipVillard.com reserves the right to revoke its consent to the
link at any time and in its sole discretion.
8.1 Trademarks. The PhillipVillard.com name and logo are trademarks
and service marks of PhillipVillard.com. Unless permitted in a separate
written agreement with PhillipVillard.com, you do not have the right
to use any of PhillipVillard.com’s trademarks, service marks
or logos and your unauthorized use of any of these may be a violation
of federal and state trademark laws.
8.2 Ownership. You acknowledge and agree that PhillipVillard.com,
or its licensors, owns all right, title and interest in and to the
Service, including all intellectual property, industrial property
and proprietary rights recognized anywhere in the world at any time
and that the Service is protected by U.S. and international copyright
laws. Further, you acknowledge that the Service may contain information
that PhillipVillard.com has designated as confidential and you agree
not to disclose such information without PhillipVillard.com’s
prior written consent.
8.3 Copyright Agent. PhillipVillard.com respects the intellectual
property rights of others, and requires that people who use the
Service do the same. PhillipVillard.com maintains a policy of terminating
users of the Service who engage in repeated infringing conduct.
If you believe that your work has been copied in a way that constitutes
copyright infringement, please forward the following information
to the Copyright Agent, designated as such pursuant to the Digital
Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
* Your address, telephone number, and email address;
* A description of the copyrighted work that you claim has been
* A description of where the alleged infringing material is located;
* A statement by you that you have a good faith belief that the
disputed use is not authorized by you, the copyright owner, its
agent, or the law;
* An electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright interest; and
* A statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright
owner or authorized to act on the copyright owner’s behalf.
P.O. Box 470477
Aurora, CO 80047
Tel: (720) 429-4172
be posted on the Site. If at any point you do not agree to any portion
By using the Service, you agree to the then-current versions of
Location. The Service is operated by PhillipVillard.com in the United
States. If you choose to access the Service from a location outside
of the United States, you do so on your own initiative and you are
responsible for compliance with applicable local laws.
11.1 Content of Communications. PhillipVillard.com is not the source
of, does not verify or endorse and takes no responsibility for the
content of communications made using the Service or any materials
submitted or made available through the Service via any function
which allows a user to post or share content (“Submitted Content”).
By using the Service, you agree that any content that you submit
may be viewable by other users of the Service. The content of communications
is entirely the responsibility of the person from whom such content
originated. You therefore may be exposed to content that is offensive,
unlawful, harmful to minors, obscene, indecent or otherwise objectionable.
Submitted Content may be protected by intellectual property rights
owned by third parties. You are responsible for the content you
choose to communicate and access using the Service. In particular,
you are responsible for ensuring that you do not submit material
that (a) is protected by copyright, contains trade secrets or otherwise
is subject to third party proprietary rights, including privacy
and publicity rights, unless you are the owner of such rights or
have permission from the rightful owner; (b) is false or is a misrepresentation;
(c) is offensive, unlawful, harmful to minors, obscene, defamatory,
libelous, threatening, pornographic, harassing, hateful, racially
or ethnically offensive, or that encourages conduct that would be
considered a criminal offense, gives rise to civil liability, violates
any law, or is otherwise objectionable; or (d) impersonates another
person. PhillipVillard.com may in its sole discretion block, prevent
delivery of or otherwise remove the content of communications as
part of its effort to protect the Service or its customers, or otherwise
may in its sole discretion remove such content and terminate an
Account if the Recipient or any Authorized User submits any content
11.2 PhillipVillard.com does not claim ownership of any of your
Submitted Content. With respect to all of your Submitted Content,
you grant PhillipVillard.com a perpetual, irrevocable, non-terminable,
transferable, worldwide, royalty-free, sublicensable, fully paid-up,
non-exclusive and transferable license to use, reproduce, distribute,
prepare derivative works of, display, modify, copy and perform the
Submitted Content or any part of the Submitted Content in connection
with the Service and PhillipVillard.com’s (and its successors’
and affiliates’) business, including without limitation for
promoting and redistributing part or all of the Service (and derivative
works thereof) in any and all media formats and through any and
all media channels. You also hereby grant each user of the Service
a non-exclusive license to access your Submitted Content through
the Service while the Submitted Content is made available through
the Service. You may take down any of your Submitted Content at
any time; however, you acknowledge and agree, that PhillipVillard.com
may still have access to such Submitted Content and that the above
license granted by you to PhillipVillard.com will remain in effect
despite your removal of the Submitted Content from the Service.
You hereby represent, warrant and covenant that any Submitted Content
you provide does not include anything (including, but not limited
to, text, images, music or video) to which you do not have the full
right to grant the license specified in this Section 11.2.
11.3 You acknowledge and agree that: (a) by using the Service, you
may be exposed to content that you may find offensive or indecent
and you do so at your own risk; (b) you are solely responsible for,
and PhillipVillard.com has no responsibility to you or any third
party for any Submitted Content that you create, submit, post or
publish on or through the Service; (c) PhillipVillard.com does not
guarantee any confidentiality with respect to your Submitted Content;
and (d) PhillipVillard.com is not responsible for any Submitted
Content provided by third parties that you may have access to through
your use of the Service and all Submitted Content is the responsibility
of the person from whom such Submitted Content originated. You acknowledge
and agree that (i) PhillipVillard.com has no control over and is
not responsible for the use of Submitted Content by its users, including
any user that has uploaded Submitted Content to a personal device;
and (ii) PhillipVillard.com may not be able to remove Submitted
Content that is uploaded onto a user’s device. PhillipVillard.com
does not endorse any Submitted Content or any opinion, recommendation,
or advice expressed therein, and expressly disclaims any and all
liability in connection with Submitted Content.
11.4 You acknowledge that PhillipVillard.com has the right to pre-screen
your Submitted Content, but has no obligation to do so. At PhillipVillard.com’s
sole discretion, any Submitted Content may be included in the Service
in whole or in part in modified form. In addition, PhillipVillard.com
and its designees shall have the right (but not the obligation)
in their sole discretion to refuse or remove any Submitted Content
or is otherwise objectionable including, but not limited to, being
unlawful, offensive, threatening, libelous, defamatory, pornographic,
obscene or violating any party’s intellectual property.
11.5 You acknowledge that your Submitted Content is your sole responsibility.
You agree, under no circumstances, will PhillipVillard.com be liable
in any way for any Submitted Content, including, but not limited
to, any errors or omissions in any Submitted Content, or any loss
or damage of any kind incurred as a result of the use or distribution
of any Submitted Content transmitted or otherwise made available
via the Service.
Children. The Service is not directed toward children under 13 years
of age, and PhillipVillard.com does not knowingly collect information
from children under 13 or allow them to create a User or an Account
or access a User or an Account. If you are under 13, please do not
submit any personal information about yourself to PhillipVillard.com.
DISCLAIMER OF WARRANTIES.
13.1 YOU UNDERSTAND AND AGREE THAT YOUR USE OFTHE SERVICE IS AT
YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES
OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PhillipVillard.com
EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT
LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE.
13.3 PhillipVillard.com MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS
OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH,
OR THE PERFORMANCE OF, THE SERVICE.
13.4 PhillipVillard.com DOES NOT REPRESENT OR WARRANT THAT (a) YOU
WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS
OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED,
TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET
YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL
BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
13.5 YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND
THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER,
MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM
DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer
of implied warranties, the foregoing disclaimers may not apply to
LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PhillipVillard.com,
AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY,
THE “RELATED PARTIES”), SHALL NOT BE LIABLE TO YOU,
UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
a. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING
OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE,
EVEN IF PhillipVillard.com OR THE RELATED PARTIES HAVE BEEN ADVISED
OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION
OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.
14.2 WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY
OF PhillipVillard.com OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED
Because some states or jurisdictions do not allow the exclusion
or the limitation of liability for consequential or incidental damages,
in such states or jurisdictions, the liability of PhillipVillard.com
and the Related Parties shall be limited to the fullest extent permitted
Indemnification. You agree to defend, indemnify and hold PhillipVillard.com
and the Related Parties harmless from and against any and all claims,
demands, liabilities damages and losses including, without limitation,
reasonable attorneys’ fees, resulting from or arising out
of (a) your use of the Service; or (b) your breach of this Terms
of Use or any other policies that PhillipVillard.com may issue for
the Service from time to time.
law, without regard to conflict of laws principles. The application
of the United Nations Convention on Contracts for the International
Sale of Goods is expressly excluded. You and PhillipVillard.com
agree that, except as otherwise provided in Section 17 below, the
state and federal courts located in Wilmington, Delaware will have
exclusive jurisdiction of all disputes arising out of or related
to the personal jurisdiction and venue of these courts. Notwithstanding
the foregoing, PhillipVillard.com shall be allowed to apply for
equitable remedies (including injunctions) in any jurisdiction.
17.1 Arbitration Procedures. You and PhillipVillard.com agree that,
except as provided in Section 17.4 below, all disputes, controversies
shall be finally and exclusively resolved by binding arbitration,
which may be initiated by either party by sending a written notice
requesting arbitration to the other party. Any election to arbitrate
by one party shall be final and binding on the other. The arbitration
will be conducted under the Streamlined Arbitration Rules and Procedures
of JAMS that are in effect at the time the arbitration is initiated
(the “JAMS Rules”) and under the terms set forth in
set forth in this Section 17 and the JAMS Rules, the terms in this
Section 17 will control and prevail.
Except as otherwise set forth in Section 17.4, you may seek any
remedies available to you under federal, state or local laws in
an arbitration action. As part of the arbitration, both you and
PhillipVillard.com will have the opportunity for discovery of non-privileged
information that is relevant to the Claim. The arbitrator will provide
a written statement of the arbitrator’s decision regarding
the Claim, the award given and the arbitrator’s findings and
conclusions on which the arbitrator’s decision is based. The
determination of whether a Claim is subject to arbitration shall
be governed by the Federal Arbitration Act and determined by a court
rather than an arbitrator. Except as otherwise provided in this
to compel arbitration, stay proceedings pending arbitration, or
confirm, modify, vacate or enter judgment on the award entered by
the arbitrator; and (b) the arbitrator’s decision shall be
final, binding on all parties and enforceable in any court that
has jurisdiction, provided that any award may be challenged if the
arbitrator fails to follow applicable law.
17.2 Location. The arbitration will take place in Baton Rouge, Louisiana,
unless the parties agree to video, phone or internet connection
17.3 Limitations. You and PhillipVillard.com agree that any arbitration
shall be limited to the Claim between PhillipVillard.com and you
individually. YOU AND PhillipVillard.com AGREE THAT (a) THERE IS
NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION
BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT
OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE
CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION
SHALL BE JOINED WITH ANY OTHER ARBITRATION.
17.4 Exceptions to Arbitration. You and PhillipVillard.com agree
that the following Claims are not subject to the above provisions
concerning negotiations and binding arbitration: (a) any Claim seeking
to enforce or protect, or concerning the validity of, any of PhillipVillard.com’s
intellectual property rights; (b) any Claim related to, or arising
from, allegations of theft, piracy, invasion of privacy or unauthorized
use; and (c) anm nwdxy claim for equitable relief. In addition to
the foregoing, either party may assert 01
41an individual action in small claims court for Claims that are
within the scope of such court’s jurisdiction in lieu of arbitration.
17.5 Arbitration Fees. If you initiate arbitration for a Claim,
you will need to pay the JAMS arbitration initiation fee. If we
are initiating arbitration for a Claim, we will pay all costs charged
by JAMS for initiating the arbitration. All other fees and costs
of the arbitration will be charged pursuant to the JAMS Rules.
17.6 Severability. You and PhillipVillard.com agree that if any
portion of this Section 17 is found illegal or unenforceable (except
any portion of Section 17.4), that portion shall be severed and
the remainder of the section shall be given full force and effect.
If Section 17.4 is found to be illegal or unenforceable then neither
you nor PhillipVillard.com will elect to arbitrate any Claim falling
within that portion of Section 17.4 found to be illegal or unenforceable
and such Claim shall be exclusively decided by a court of competent
jurisdiction within New Castle County, Delaware, and you and PhillipVillard.com
agree to submit to the personal jurisdiction of that court.
in a writing signed by PhillipVillard.com, or published by PhillipVillard.com
on the Site.
18.2 No Partnership. You agree that no joint venture, partnership,
employment, or agency relationship exists between you and PhillipVillard.com
18.3 Assignment. PhillipVillard.com may assign its rights under
without PhillipVillard.com’s prior written consent, and any
attempted unauthorized assignment by you shall be null and void.
to be invalid or unenforceable, then that portion shall be severed,
18.5 Attorneys’ Fees. In the event any litigation or arbitration
except as otherwise provided in Section 17.5, the prevailing party
shall be entitled to recover from the other party all the reasonable
costs, attorneys’ fees and other expenses incurred by such
prevailing party in the litigation.
18.6 No Waiver. Our failure to enforce any provision of this Terms
of Use shall in no way be construed to be a present or future waiver
of such provision, nor in any way affect our right to enforce the
same provision at a later time. An express waiver by PhillipVillard.com
shall not be understood as a waiver of your obligation to comply
with the same provision, condition or requirement at a later time.
18.7 Notices. All notices given by you or required under this Terms
of Use shall be in writing and sent to firstname.lastname@example.org.
18.8 U.S. Government Rights. If you are, or are entering into this
United States Government, the Software is “commercial computer
software” and “commercial computer software documentation,”
and pursuant to FAR 12.212 or DFARS 227.7202, and their successors,
18.9 Equitable Remedies. You acknowledge and agree that PhillipVillard.com
not specifically enforced, and therefore you agree that we shall
be entitled, without bond, other security, or proof of damages,
to appropriate equitable remedies with respect to breaches of this
have available to us under applicable laws.
between you and PhillipVillard.com with respect to the Service and
supersedes any and all prior agreements between you and PhillipVillard.com
relating to the Service.