Reach Pros, Inc.
Merchant Centric Terms of Use

Thank you for your interest in Merchant Centric. Our mission is to help local businesses become more successful through their online marketing. This means everything we do is with the intent to help you, the local merchant, and this is why we named the service Merchant Centric. As a conscientious business owner, you understand the need for terms of use, and unfortunately Merchant Centric is no different. Following are our Terms of Use and the “legalese” we need to share with you (the “Terms”).

The Merchant Centric Site is owned and operated by Reach Pros, Inc. (“we,” “us,” and “our”). Everyone who uses the Service must agree to the Terms. The Terms are important and should be carefully read because they include legal disclosures that are necessary to give us the clear authority to protect your user experience, while at the same time, protecting our ownership in this Site which our employees have worked countless hours to build. We are very serious about protecting both of these rights. In order to use the Service, you must agree to the Terms by clicking the “I accept the Terms Of Use” check box. If you have any questions about the Terms, you can contact us here.

IMPORTANT – PLEASE READ CAREFULLY: THE TERMS CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US AND APPLY TO YOUR USE OF THE SERVICE. BY CLICKING ON THE “I AGREE” BUTTON OR OTHERWISE ACCESSING OR USING THE SERVICE, WE ARE IN RETURN CREATING AND MAINTAINING AN ACCOUNT FOR YOU AND APPLYING OUR INTELLECTUAL PROPERTY, TIME AND RESCOURCES TO SERVICING YOU AND YOUR ACCOUNT; AS SUCH, YOU AGREE AND ACKNOWLEDGE TO BE BOUND BY THE TERMS. WHEN YOU DO, WE WELCOME YOU AS OUR CUSTOMER (“Customer”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, PLEASE DO NOT CREATE YOUR ACCOUNT AND/OR USE THE SERVICE.

WE RESERVE THE RIGHT TO MODIFY THE TERMS AT ANY TIME, AND EACH SUCH MODIFICATION SHALL BE EFFECTIVE UPON POSTING ON OUR WEBSITE. ALL MATERIAL MODIFICATIONS WILL APPLY PROSPECTIVELY ONLY. YOUR CONTINUED USE OF THE SERVICE FOLLOWING ANY SUCH MODIFICATION CONSTITUTES YOUR AGREEMENT TO BE BOUND BY, AND YOUR ACCEPTANCE OF, THE TERMS, AS MODIFIED. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SERVICE. THEREFORE, IT IS IMPORTANT FOR YOU TO REVIEW THE TERMS REGULARLY.

  1. Authorized Use
    Subject to the terms and conditions of the Terms, we grant to you a non-exclusive, non-transferable, limited license, without the right to grant sublicenses, to access and use the Service solely for the internal business purposes of the business that the Account is created for (see 2. Registration).You will not use the Service other than as expressly permitted above. Without limiting the foregoing, you (i) may not (or cause or permit any third party to) modify, change, adapt, reverse engineer, disassemble, decompile or create any derivative work based upon the Service or underlying software or technology, or disclose, assign, rent, sublicense or otherwise transfer or dispose of the Service or underlying software or technology to any third party, (ii) may not publish or provide any results of any tests run, accounts or other information regarding the Service to any third party without our prior written consent or permit any third party to perform such tests, and (iii) may not delete, remove or obscure any of our proprietary notices on the Site or any related documentation or other materials provided or disclosed by us to you.
  2. Registration
    You are required to register and create a unique, password-protected account (“Account”) in order to access and use the Service. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete your Account without warning if you are found to have misrepresented any registration information submitted. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify us of any unauthorized use of your password or Account, or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not. You agree and verify that you are the business owner, or authorized representative with the authority to agree to the Terms on behalf of the business owner, for the business associated with the phone number and business name used to create your Account.
  3. Promotional Campaigns
    As part of the Service, we may offer to run promotional campaigns on your behalf. Such promotional campaigns may include posting promotional materials and content about your products and services on third-party sites, social media websites and sending promotional e-mails. If you elect to use this Service, you hereby authorize us to run such promotional campaigns on your behalf. We may consult you before launching a promotional campaign but are under no obligation to do so. Your use of this Service is at your sole risk and you acknowledge that we cannot guarantee the success of the promotional campaigns. You hereby warrant that you have the right and permission to send promotional e-mails to all the recipients in the databases that you supply to us for sending promotional e-mails. You further warrant that you have collected the emails directly from the owners, been given appropriate permission from email owners to market to them and have the permission to share such e-mail addresses with us.
  4. Replies to Third-Party Reviews and Reply Library
    We may reply on third-party sites to a third party review of your products and/or services (“Third-Party Review”) as part of the Service. If you elect to use this service, you expressly authorize us to reply to Third-Party Reviews on your behalf and such replies are referred to generally as “Review Replies” or a “Review Reply” when referring to one reply. Authorization to reply to Third-Party Reviews will authorize us to reply to all Third-Party Reviews per the process below; provided that we cannot guarantee that Review Replies will be successfully submitted or posted by the third party sites hosting the Third-Party Reviews.

    A Review Reply that is written and submitted by us and is not part of a library of possible replies that we create and update from time to time for use for all of our customers (such library referred to as our “Reply Library”) is a “Custom Reply.”

    For Review Replies that are not Custom Replies, you may select a reply from the Reply Library (“Library Reply”). You may elect to modify the Library Reply (an “Edited Reply”) or craft your own reply that does not use any of a Library Reply (“Own Reply”).

    A Review Reply is submitted in response to a Third-Party Review based on the procedures listed above and all such submitted Review Replies are deemed approved by you and submitted on your behalf.

    All copyright rights in the Reply Library are the sole property of ours and no rights of any kind in the Reply Library are granted to you except for the limited right to have a Library Reply or an Edited Reply submitted as a Review Reply. You agree not to sell access to, compile summaries of, catalog, distribute or reproduce any portion of the Reply Library nor modify any of the Reply Library except when creating an Edited Reply pursuant to the above. You own all copyright rights in a Custom Reply, the portion of an Edited Reply that you create and an Own Reply. You agree that we may elect to use any of a Custom Reply and the modified or edited portions of an Edited Reply you create when updating our Reply Library except we will never update our Reply Library using any content that identifies or uses your name.

    Your use of this Service is at your sole risk and you acknowledge that reactions to Review Replies are not predictable and may vary widely. We cannot guarantee the reviewer’s reaction to Review Replies, nor that of any other party, and you acknowledge that such reactions may be adverse to your best interests. Moreover, third-party sites may lock elements of your listing information as a result of submitting Review Replies or possibly even remove your listing from that site. You hereby release us from all claims and liability from any and all adverse reactions to our replies to Third-Party Reviews.

  5. Third-Party Sites
    Our Service will apply to certain third-party sites and the third-party sites may change over time so no specific third-party site is guaranteed to be reviewed or monitored through our Service. We may provide your information and content to third-party sites (“Business Listings”) as part of the Service. You expressly authorize us to use your credentials to access your Business Listings on third-party sites on your behalf. Authorization to access your Business Listings will authorize us to submit, edit, delete, change and/or modify, all Business Listings (collectively “Business Listing Changes”) on third-party sites and store such information on our Site; provided that we cannot guarantee that our Business Listings Changes will be successfully submitted or posted by the third-party sites hosting the Business Listings. Furthermore authorization to access your Business Listings will authorize us to access information about your Business Listings on another site, including, their performance, and retrieve and store such information on our Site. We may discuss Business Listing Changes with you beforehand, but we are not required to do so. As between you and us, such Business Listing Changes when appearing on a third-party site will be deemed your content. Your use of this Service is at your sole risk and you acknowledge that reactions to our Business Listing Changes are not predictable and may vary widely. We cannot guarantee the consumer reaction to our Business Listing Changes, nor that of any other party or third-party site, and you acknowledge that such reactions may be adverse to your best interests. Moreover, third-party sites may lock elements of your Business Listing as a result of submitting Business Listing Changes through our Service or possibly even remove your Business Listing from their site. You hereby release us from all claims and liability from any and all adverse reactions to our Business Listing Changes.

    The Service may also involve or provide links to third-party sites or resources and contain third-party advertisements. We have no control over such sites and resources and you acknowledge and agree that we are not responsible for the availability of such sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) any third-party sites or resources that we service through the Service or provide links to or that provide links to the Service, or (ii) any content, goods, or services available on or through any such third-party sites or resources. Your dealings with, or participation in promotions of, any such third-party sites or resources including, without limitation, third-party advertisers or other third-party providers of goods or services found on or through the Service and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party site owner, advertiser or provider.

  6. Reservation of Rights
    You acknowledge that the Service and the underlying software and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by us. All rights not expressly granted herein are reserved by us. You expressly agree that any breach of the license grant by you is a material breach of the Terms. Except as expressly and specifically set forth in the Terms, nothing herein shall be construed as granting to you any property right, by license, implication, estoppel or otherwise, to any of our intellectual property rights. For those Services that designate a deliverable of such Service as a “Client Owned Deliverable”, we transfer to you and you will own all copyright rights in the tangible, written deliverable for such Service (such deliverable is a “Client Owned Deliverable”). Any transfer to you of copyright rights in a Client Owned Deliverable does not transfer or license to you any rights to use, display, perform or exercise rights in any intellectual property used or practiced to provide such Client Owned Deliverable, such as by way of example and without limitation, methods and techniques performed while providing the Service that results in a Client Owned Deliverable. Any methods or techniques that we use to provide a Client Owned Deliverable is our proprietary and confidential information and you agree not to use or disclose such methods or techniques.

    Merchant Centric, Reach Pros and their associated logos are either registered trademarks or trademarks of ours. All other company names, logos and other identifying marks that may be listed as part of our Service may be trademarks of their respective owners. WE DO NOT CLAIM ANY OWNERSHIP IN ANY THIRD PARTY’S TRADEMARKS NOR DO WE CLAIM ANY SPONSORSHIP, ASSOCIATION WITH OR ENDORSEMENT BY SUCH THIRD PARTIES.

  7. Feedback and Video Rights
    If you provide any feedback to us about the Service (“Feedback”), you acknowledge our need to be able to freely use such Feedback and to own any improvements to the Service (e.g., improvements, fixes, errors, bugs, etc.) made by using or incorporating such Feedback. Accordingly, you hereby assign to us any rights you may have, including all intellectual property rights, in the Feedback and we may exercise our ownership rights to such Feedback and intellectual property rights without compensation, attribution or accounting. Without additional consideration, you agree to perform all acts reasonably necessary to perfect our rights in such intellectual property.

    We may make instructional videos available through our Service for viewing by you and other users of our Service (“Instructional Videos”). You grant us a perpetual license to use and display your name and associated logos and marks within Instructional Videos. We respect your rights to control use of your name and logo and will cease using your name and logo in accordance with the procedures described here. If we choose to display your name and associated logos and marks within Instructional Videos, you may inform us that you object to such display by contacting us at support@merchantcentric.com. Within thirty days of receiving such notice, we will cease making such Instructional Videos available for viewing or edit such Instructional Videos to remove any display of your name or associated logos.

  8. Confidentiality
    We agree to use the same care to protect your confidential information that we use to protect our own confidential information. We will not disclose or use any of your confidential information for purposes not contemplated by the Terms.
  9. Your Subscription
    By subscribing to the Service, you expressly agree to pay periodic subscription fees, corresponding to your subscription plan, plus any applicable tax. Please note that fees are subject to change with notice. During your registration process, you will choose one of the payment methods accepted by us for directly charging your subscription fees. You hereby authorize us to automatically charge your payment method for the subscription fees when it becomes due, until you cancel your subscription. You must cancel your subscription before it renews in order to avoid billing of the renewal period’s subscription fees to your payment method. If you want to change your payment method, such as your credit card validity or expiration date, you may edit your payment method information by changing your Account information.

    Our Site is our property and all interactions on this Site must be lawful and must comply with the Terms. We have the sole discretion to determine what constitutes an appropriate use of the Site, and we reserve the right to terminate or restrict your use of the Service without notice.

  10. Cancellation
    To cancel your subscription, please visit your Account and follow the membership cancellation instructions. You may cancel your subscription at any time, and cancellation will be effective at the end of the current billing cycle. Upon cancellation or expiration of your subscription, and with a written request from you, the authorized user of the information, we will return your account information for the websites that do not allow you to create an additional user account to access your information on such websites. We will charge you an administrative fee equal to Fifty Dollars ($50) to transfer your account information for such websites. In any case, you will be responsible for creating additional user accounts to access the websites that allow you to create additional accounts to access your information.
  11. Your Information & Conduct
    You shall be responsible for the accuracy, quality and legality of any information that you supply to us and for the means by which you acquired such information. You represent and warrant that (i) your information does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights or rights of publicity and privacy, (ii) you will use the Service in compliance with all applicable federal, state and local laws, regulations and rules including, without limitation the CAN-SPAM Act 2003. You agree not to engage in any of the following prohibited actions: (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ii) interfering with the proper working of the Service; (iii) bypassing the measures that we may use to prevent or restrict access to the Service; or (iv) transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.
  12. Email Alerts
    You may receive periodic emails containing information as part of the Service and the types of these emails may vary depending upon your use of or the level of fees you pay for the Service. Such emails may contain information about how you can elect to stop receiving these types of emails or a feature of the Service may permit you to stop receiving these types of emails. You are always free to exercise any options we make available to you to stop receiving these types of emails but you acknowledge that exercising such option may limit the information provided by the Service.
  13. Anonymous Data Collection
    We shall have the right to utilize data capture, syndication, analysis tools, and other similar tools to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from your use of the Service including from any confidential information provided by you (“Anonymous Data”). To the extent that any Anonymous Data is collected by us, such data shall be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you therefor; provided that the Anonymous Data is used only in an aggregated form, without specifically identifying the source of the Anonymous Data.
  14. Warranty Disclaimer
    THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND YOU AGREE TO USE IT AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. WE MAKE NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF SERVICE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    ALL MARKETING DECISIONS WILL BE MADE BY YOU. YOU ACKNOWLEDGE AND AGREE THAT WE MAY PROVIDE RECOMMENDATIONS AS TO MARKETING STRATEGIES AND ACTIONS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL DECISIONS OF WHETHER OR NOT TO ACCEPT A RECOMMENDATION WILL BE MADE BY YOU. WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY MARKETING DECISIONS MADE BY YOU REGARDLESS OF WHETHER OR NOT YOUR DECISION WAS BASED ON RECOMMENDATIONS, REPORTS OR OTHER INFORMATION PROVIDED TO YOU BY US.

    AS PART OF THE SERVICE, WE COLLECT AND COMPILE INFORMATION FROM MULTIPLE THIRD-PARTY RESOURCES WITH VARYING DATA QUALITY. WE DO NOT ATTEMPT TO INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY, AUTHENTICITY OR APPROPRIATENESS OF THE INFORMATION THAT WE COLLECT AND SUPPLY. ACCORDINGLY, THE INFORMATION IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. ANY USE OR RELIANCE UPON THE INFORMATION BY YOU SHALL BE AT YOUR OWN RISK.

    You hereby acknowledge the above disclaimers, and unconditionally and irrevocably release and forever discharge us, of and from all, and all manner of, actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, claims, and demands whatsoever in law or equity, which you ever had, now have, or shall, or may have for or by reason of any matter, cause, or thing whatsoever arising out of the use of the Service. If you are a California resident, you hereby waive the provisions of Section 1542 of the California Civil Code, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  15. Limitation of Liability
    IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND/OR SOFTWARE OR ANY OTHER SUBJECT MATTER OF THE TERMS. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE MONTH’S SUBSCRIPTION FEES ON YOUR SUBSCRIPTION PLAN. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  16. Indemnification
    You agree to indemnify us, defend us and hold us harmless from and against any claims, actions, losses, damages or other liabilities, including, but not limited to, attorney fees, that arise out of or result from any claim relating to, or arising out of, or in connection with, (i) your breach of any representation, warranty, covenant, obligation or agreement as set forth in the Terms; (ii) any publishing of an Own Reply or the portions of an Edited Reply that you created or (iii) any defamatory or illegal, or allegedly defamatory or illegal, material transmitted through the Service by you, any authorized party or any other person or entity that gains access to the Service through you.
  17. Basis of the Bargain
    THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
  18. Dispute Resolution
    General. If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and we agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with one of the paragraphs below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to customer support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed below, you and we agree to seek resolution of the Claim only through arbitration of that Claim in accordance with the terms of this Section 18, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

    YOU AND WE AGREE THAT ANY CLAIM FILED BY YOU OR BY US IN SMALL CLAIMS COURT OR BY US RELATED TO PROTECTION OF OUR OR ANY OF OUR LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 18 AND YOU CONSENT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS IN LOS ANGELES COUNTY FOR ANY CLAIM THAT WE MAY FILE IN THOSE COURTS RELATED TO OUR OR OUR LICENSOR’S INTELLECTUAL PROPERTY.

    RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION 18, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ENTER INTO THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO REACH PROS TERMS ADMINISTRATOR, 31365 Oak Crest Drive, Suite 100, Westlake Village, California 91361 AND MUST INCLUDE: (1) YOUR BUSINESS NAME, (2) YOUR ADDRESS, (3) YOUR USER OR ACCOUNT NAME AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.

    Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

    Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or we elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association (“AAA”), www.adr.org, or JAMS www.jamsadr.com. The terms of this Section 18 govern in the event they conflict with the rules of the arbitration organization selected by the parties.

    Arbitration Procedures. Because the service provided to you by us concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”) shall apply including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with us as described above and the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to us or you. 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 binding and final, 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 Los Angeles County or the county in which your business is located. In the event that you select the county of your business location, we may transfer the arbitration to Los Angeles County in the event that we agree to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.

    Severability. If any clause within this Section 18 (other than the Class Action Waiver section) is found to be illegal or unenforceable, that section will be severed from this Section 18, and the remainder of this Section 18 will be given full force and effect. If the Class Action Waiver section is found to be illegal or unenforceable, this entire Section 18 will be unenforceable, and the dispute will be decided by a court and you and we each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

  19. Miscellaneous
    You shall not assign or delegate your rights under this Agreement, directly or indirectly, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign your rights or delegate your duties in contravention of the preceding sentence shall be void from the beginning. Subject to the foregoing, the Terms shall bind and inure to the benefit of the successors and permitted assigns of the parties. This section along with sections 12, 13, 14, 15, 16, 17 and 18 shall survive any expiration or termination of the Terms. Furthermore, all representations, warrants, releases, acknowledgements and assignments made by you in the Terms, including but not limited to those in sections 3, 4, 5, 6, 7, 8 and 11 shall survive any expiration or termination of the Terms. The Terms will be governed by the laws of the State of California regardless of its principles regarding conflicts of laws. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of the Terms shall be valid unless in writing signed by each party. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Terms shall remain in full force and effect. You acknowledge that the Service has unusual and extraordinary value, and that the prospective breach of any provision of the Terms by you may cause us great and irreparable harm, for which remedies available at law may be inadequate. We shall be entitled to seek equitable relief to protect its intellectual property rights that are the subject matter of the Terms without prejudice as to other relief available at law.