THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: HTTP://TRESLE.COM AS WELL AS ALL ASSOCIATED SITES LINKED TO HTTP://TRESLE.COM BY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). BY CLICKING ACCEPT, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.
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 COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
THE COMPANY may make changes to the content and Services offered on the Site at any time. THE COMPANY can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and by providing an “in-portal” notification which will require you to accept such updated Terms prior to your continued use of the Site or the Services offered thereon. By accepting such updated Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.
By using this Site, you represent, acknowledge and agree that you are at least 18 years of age. If you are not at least 18 years old, you may not use the Site at any time or in any manner or submit any information to the THE COMPANY or the Site.
THE COMPANY provides content through the Site and through the Services that is copyrighted and/or trademarked work of THE COMPANY or THE COMPANY’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, THE COMPANY hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.
If you desire to register for an account with THE COMPANY, you must submit the following information through the account registration page on the Site: Name, email address, phone number, broker license (if applicable) and location. You will also have the ability to provide additional optional information, such as GPA, personal details, asking price or other information which may be relevant to your use of the Site, which is not required to register for an account but may be helpful to THE COMPANY in providing you with more a more customized experience when using the Site or its Services. Once you have submitted your account registration information, THE COMPANY administrator shall have the right to approve or reject the requested registration, in THE COMPANY administrator’s sole discretion. If your account is approved by THE COMPANY administrator, you will be sent an e-mail that contains a password that will allow you to log-on to the Site using that password (the “THE COMPANY Password”) for the first time you log into your account on the Site to complete the account registration process.
You are responsible for maintaining the confidentiality of your THE COMPANY Password (“Password”), and you are responsible for all activities that occur using your Password. You agree not to share your Password, let others access or use your Password or do anything else that might jeopardize the security of your Password. You agree to notify THE COMPANY if your Password on this Site is lost, stolen, if you are aware of any unauthorized use of your Password on this Site or if you know of any other breach of security in relation to this Site.
All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date.
If you register for a “beta account” or other pre-release version of the Site and/or the Services and Materials on the Site (“Beta Release”), you acknowledge and agree that the Beta Release may contain, in THE COMPANY’s sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or Services that may be offered through the Site. You acknowledge and agree that any “beta account” will automatically convert to a commercial release version account upon the launch date of the Site and its Services to the public (“Public Launch Date”). While THE COMPANY generally intends to distribute commercial release versions of the Site and the Services and Materials on the Site, THE COMPANY reserves the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by THE COMPANY to be suitable for commercial use, and that it may contain errors affecting its proper operation. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. THE COMPANY SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.
By registering for an account with THE COMPANY, you become a “Member” with access to certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site (a “Membership”). Each Membership and the rights and privileges provided to a Member is personal and non-transferable. All sales and payments of Membership fees will be in US Dollars. All Membership fees are non-refundable under any circumstances.
Types of Memberships
At this time, there are two types of Memberships available to users of the Site.
Buyers. Buyers are individuals who are seeking to buy all, but not less than all, of a Business. Buyers may create profiles identifying their academic background, professional experience, past projects and other qualifications. This profile will be shared generally with Business Sellers. Buyers will then be allowed to “Like” Business Seller profiles. Upon a mutual “Like” by a Buyer and Business Seller, there will be a match, the parties will be notified of the match, and the parties can commence negotiating the sale of all, but not less than all of the Business.
Business Sellers. Business Sellers are individuals who are either seeking to sell all, but not less than all, of a Business. Business Sellers may create profiles identifying their Business, business plans, earnings, asking price and other relevant information. This profile will be shared generally with Buyers. Business Sellers will then be allowed to confirm “Likes” from Buyers. Upon a mutual “Like” by a Buyer and Business Seller, there will be a match, the parties will be notified of the match, and the parties can commence negotiating the sale of all, but not less than all, of the Business.
By registering as a Business Seller and listing a Business for sale, you are warranting to THE COMPANY (and to each Buyer) that (i) you are the owner of all right, title and interest in and to the Business; (ii) the Business and all of its assets and components or all outstanding equity in the Business, as applicable, are transferable to the Buyer; and (iii) all third-party agreements are transferable to the Buyer.
If the Business Seller is a business broker (a “Business Broker”) and wishes to sell the Business in such capacity, the Business Seller must provide (i) evidence that such Business Broker is a registered or licensed business broker under applicable state and/or federal laws (including, for example, that Business Broker holds a real estate license, law license, or business or mergers or acquisitions broker license, as required or permitted by applicable law) or (ii) an affidavit in a form acceptable to THE COMPANY that no license is required for the Business Seller to act in the capacity of a Business Broker.
In addition, before finalizing the sale of the equity securities of a Business, unless the Business Broker is a registered broker–dealer under the Securities Exchange Act of 1934, the Business Broker must provide an affidavit representing to THE COMPANY that:
If the purchase of 50% or more of the
outstanding voting stock or the assets (based on the book value thereof) of
the Business is accomplished in one or a series of transactions, including,
but not limited to, private purchases of stock, a merger or a sale by the
Business of its stock or assets (a “Sale”), THE COMPANY will charge the Business
Seller a scaled transaction success fee (the "Success Fee") between 5.0-7.0% (see pricing page for specific and updated scale) of the aggregate consideration paid in such transaction or transactions. If the Business Seller is a Business Broker, 1.0%.
The aggregate consideration for purposes of calculating a Success Fee shall be:
Amounts paid into escrow in connection with any transaction will be included as part of the aggregate consideration. Fees on amounts paid into escrow will be payable upon the establishment of such escrow. If the consideration in connection with any transaction may be increased by payments related to future events, the portion of our fee relating to such contingent payments will be calculated and paid if and when such contingent payments are made. With respect to a Success Fee, aggregate consideration also shall include the aggregate amount of any (i) dividends or other distributions declared by the Business with respect to its stock after the date of the initial listing on the Site, other than normal recurring cash dividends in amounts not materially greater than currently paid, and (ii) amounts paid by the Business to repurchase any securities of the Business outstanding on the date of the initial listing on the Site.
The terms and conditions of the Sale (the “Sales Agreement”) must include an obligation on the parts of both the Buyer and the Business Seller to provide THE COMPANY the Success Fee concurrently with the closing of the Sale or within two (2) business days of the finalization of such Sale. The Business Seller (or the buyer, if so specified in the Sales Agreement) must pay the Success Fee within that two (2) business day period. A copy of the Sales Agreement must be provided to THE COMPANY before the closing of the Sale.
Both Buyers and Business Sellers acknowledge and agree that THE COMPANY is not a party to the sale of the Businesses conducted on the Site or via the Services except that the Sales Agreement shall obligate both the Buyer and the Business Seller to promptly pay the full Success Fee to THE COMPANY concurrently with or within two (2) business days of the closing of the Sale. Both Buyers and Business Sellers acknowledge and agree that THE COMPANY is not liable to either the Buyers or the Business Sellers for the breaches of Sales Agreements that the parties enter.
If applicable, you agree to pay all fees or charges to your account based on THE COMPANY’s fees, charges, and billing terms in effect as shown on the PAYMENT PAGE. If you do not pay on time or if THE COMPANY cannot charge your credit card, PayPal or other payment method for any reason, THE COMPANY reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. You are expressly agreeing that THE COMPANY is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that THE COMPANY may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from THE COMPANY. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with THE COMPANY. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission”) and through the Services available in connection with this Site. You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.
You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.
When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below. Those prohibitions do not require THE COMPANY to monitor, police or remove any Submissions or other information submitted by you or any other user.
When using this Site and/or the services, you agree not to:
This list of prohibitions provides examples and is not complete or exclusive. THE COMPANY reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that THE COMPANY determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. THE COMPANY may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at THE COMPANY’s discretion, THE COMPANY will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
Unauthorized use of any Materials or Third-Party Content contained on this Site may violate certain laws and regulations.
You agree to indemnify and hold THE COMPANY and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) THE COMPANY or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
THE COMPANY is a trademark of THE COMPANY in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of THE COMPANY, Copyright © [08/13/2015] THE COMPANY. 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 without the express written consent of the copyright owner or license.
THE COMPANY respects the intellectual property rights of others, and we ask you to do the same. THE COMPANY may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide THE COMPANY’s designated agent the following information:
THE COMPANY’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
Address: 201-2720 92 Street NW Edmonton, AB T6N 0B7
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to THE COMPANY designated agent that includes all of the following information:
Termination of Repeat Infringers
THE COMPANY reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.
Your use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by THE COMPANY, and they may include inaccuracies or typographical or other errors. THE COMPANY does not warrant the accuracy of timeliness of the Materials contained on this Site. THE COMPANY has no liability for any errors or omissions in the Materials, whether provided by THE COMPANY, our licensors or suppliers or other users.
THE COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF THE COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
THE COMPANY controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to THE COMPANY, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and THE COMPANY is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that THE COMPANY is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Tresle Plus (“Plus” or “Program”) is a Program that allows Sellers to apply to receive a “Plus” classification. This classification recognizes Sellers and Businesses of exceptional quality with a serious interest in working directly with a dedicated Broker that will have the authority to act as an agent to arrange the sale of the Business.
Tresle may terminate or modify Plus Program at any time for any reason.
Procedure & Fees
There is a fee (“Application Fee”) to apply for Plus. As a customer you are responsible for understanding this Application Fee Agreement (“Agreement”) policy upon registering to use any product or services. The Application Fee is a one-time fee per business listing. Tresle will charge the Application Fee prior to the Seller beginning a documentation checklist (the “Checklist”). The Checklist is a list comprised of various common business documents (including but not limited to Profit & Loss Statements, Business Tax Returns, W2s, etc.) that Tresle will collect and use in order to determine a given business’s fit within the Plus Program and to provide a basis for a valuation.
The Application Fee is intended to offset the costs of communication and follow up between the Seller and Tresle staff, the organization and management of various documentation reports required to take a business to market (the “Checklist”), and the overall application and onboarding process (collectively known as the “Process”).
Upon completion of the Process, the Seller may be approached with the opportunity to sign an Exclusive Agreement with a dedicated Broker. The Exclusive Agreement is separate from the Application Fee Agreement.
Payment of the Application Fee does not guarantee admission into Plus or continued participation in the Program. An Exclusive Agreement must be signed to receive all the benefits of the Plus Program.
TRESLE DOES HONOR REFUNDS OF APPLICATION FEES WHERE THE FOLLOWING REASONS APPLY:
Once a refund has been issued, the Process is deemed to be terminated and the services associated to Plus will be discontinued.
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at Tresle, Inc., 201-2720 92 Street NW Edmonton, AB T6N 0B7 or by email at email@example.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and THE COMPANY. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you and THE COMPANY shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise 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). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, “THE COMPANY” means THE COMPANY and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and THE COMPANY regarding any aspect of your relationship with THE COMPANY, 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 Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as THE COMPANY’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
WE EACH 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.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give THE COMPANY an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Tresle, Inc., 201-2720 92 Street NW Edmonton, AB T6N 0B7 or by email at firstname.lastname@example.org. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If THE COMPANY does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or THE COMPANY may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Tresle, Inc., 201-2720 92 Street NW Edmonton, AB T6N 0B7. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with THE COMPANY through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with THE COMPANY. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or THE COMPANY may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
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 THE COMPANY may initiate arbitration in either Alameda County, California or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, THE COMPANY may transfer the arbitration to Alameda County, California in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.
Payment of Arbitration Fees and Costs – THE COMPANY will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with THE COMPANY as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and THE COMPANY specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by entering into this Agreement you and THE COMPANY are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and THE COMPANY might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause ill be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of your service with THE COMPANY or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if THE COMPANY makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require THE COMPANY to adhere to the language in this Provision if a dispute between us arises.
THE COMPANY prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by THE COMPANY, may result in immediate termination of your access to this Site without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in Alameda County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. THE COMPANY’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and THE COMPANY and supersede all prior or contemporaneous negotiations, discussions or agreements between you and THE COMPANY about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by Tresle, Inc., 201-2720 92 Street NW Edmonton, AB T6N 0B7. If you have a question or complaint regarding the Site or Service, please contact Customer Service at email@example.com. You may also contact us by writing Tresle, Inc., 201-2720 92 Street NW Edmonton, AB T6N 0B7 or by calling 1-888-576-9226. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.