Terms and Conditions

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I. Governing Law 

These Terms and Conditions and any COMPANY Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, United States of America, without regard to its conflict of law’s provisions. You consent and submit to the exclusive jurisdiction of the arbitration services located in Philadelphia, Pa., United States of America, in all questions and controversies arising out of Your use of the Websites or any COMPANY agreement for Services, and/or these Terms and Conditions. 

COMPANY controls and operates its Websites and conducts its business from its headquarters currently located in Pennsylvania, United States of America. If You use the Websites outside the United States of America, You are responsible for following applicable local laws. 

II. Disputes: Mandatory Binding Arbitration 

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS

(a) Governing Law: Federal Arbitration Act. The parties agree that these Terms and Conditions affect interstate commerce and, unless otherwise agreed, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions with regard to disputes which relate solely to federal law disputes. To the extent state law applies, the law of the Commonwealth of Pennsylvania will govern. 

(b) Informal Alternative Dispute Resolution (“ADR”). Most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with COMPANY, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. This informal dispute resolution requirement is a prerequisite for any dispute, claim, or disagreement.

1. ADR: Any claim or dispute in connection with the terms of this Agreement, where the total amount of the award sought is less than Fifty Thousand U.S. Dollars (US $50,000.00) (“ADR Threshold”), may be resolved in a cost-effective manner through binding nonappearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules conflict with the Terms. 

2. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, or online the specific manner shall be chosen by the party initiating the arbitration; (2) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (3) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider. 

(c) Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Alternative Dispute Resolution provision above, then the parties agree to resolve by binding arbitration subject to the terms herein (unless an exception applies, as outlined below). 

1. Specifically, all claims arising out of or relating to these Terms (including its formation, performance, and breach), the parties’ relationship with each other, and/or Your download of, access to, or use of the electronic information shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to any claim that all or any part of this Terms of Use is void or voidable, or whether a claim is subject to arbitration.

2. The arbitrator shall have previously served as an arbitrator and have at least 10-years’ experience in corporate law and export controls and sanctions experience and shall be empowered to grant whatever relief would be available in a court under law or in equity, including public injunctive relief if You reside in California. The arbitrator's award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 

3. To start an arbitration, (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages You seek to recover. (You may find a copy of a Demand for Arbitration at jamsadr.com); and (B) Send three copies of the Demand for Arbitration to COMPANY, and (C) pay the appropriate filing fee(s).

(d) PERSONAL JURISDICTION: FOR ALL USERs AND ANY ENTITY OR PERSON (FOREIGN OR DOMESTIC) WHO, AT ANY TIME, WAS SUBJEXT TO ANY AGREEMENT WITH COMPANY, INCLUDING RESIDENTS OUTSIDE THE UNITED STATES, 

(e) BINDING ARBITRATION SHALL BE INITIATED IN THE COMMONWEALTH OF PENNSYLVANIA, UNITED STATES OF AMERICA, AND YOU AND COMPANY AGREE TO SUBMIT TO THE PERSONAL JURISDICTION IN ANY ARBITRATION IN THE COMMONWEALTH OF PENNSYLVANIA, UNITED STATES OF AMERICA IN ORDER TO COMPEL ARBITRATION, TO STAY PROCEEDINGS PENDING ARBITRATION, OR TO CONFIRM, MODIFY, VACATE, OR ENTER JUDGMENT ON THE AWARD ENTERED BY THE ARBITRATOR. 

(f) Exception: Litigation of Intellectual Property: Notwithstanding the parties' decision to resolve all disputes through initial dispute resolution or binding arbitration, either party may bring an action in federal court in the Eastern District of Pennsylvania or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

(g) Injunctive Relief: Further, unless the parties hereto specifically agree in an SOW to a mutual injunctive relief remedy, to the extent that a breach of these Terms and Conditions may cause irreparable injury to COMPANY for which monetary damages would not be an adequate remedy:

1. COMPANY shall be entitled to seek equitable relief from a court of competent jurisdiction without a bond, other security, or proof of damage. 

2. You acknowledge that a violation or attempted violation of any provision of these Terms will cause such damage to COMPANY as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. 

3. You agree that COMPANY shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of the Terms by You, or Your affiliates, partners, or agents, as well as recover from You any and all costs and expenses sustained or incurred by COMPANY in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees. You agree that no bond or other security shall be required in connection with such injunction. 

(h) Attorney’s Fees 

1. WEBSITE ARBITRATION: If COMPANY takes any action to enforce these Terms, COMPANY will be entitled to recover from You, and You agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled. 

2. CLIENT ENGAGEMENT AGREEMENTS: The prevailing party to any dispute shall be entitled to recover from the non-prevailing party, all reasonable and necessary attorney's fees, and any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.

(i) WAIVER OF JURY TRIAL – TO FACILITATE JUDICIAL RESOLUTION AND SAVE TIME AND EXPENSE, THE PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREE TO WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THIS ENGAGEMENT CONTRACT. 

(j) Statute of Limitations: To the extent allowed by applicable law, any claim or cause of action arising from or relating to Your access or use of the Websites must be brought within one (1) year from the date on which such claim or action arose or accrued and two (2) years from the date of any material uncured breach of an COMPANY Agreement. 

III. Assignment

You may not assign, convey, subcontract, or delegate Your rights, duties, or obligations hereunder. 

IV. Relationship: Independent Contractor

(a) Unless otherwise agreed, the relationship between COMPANY and You will be that of independent contractors (“IC”), and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees, or agents of the other.

(b) An independent contractor is a party that: 

1. has a written contract with COMPANY to perform such IC services;

2. is free from direction or control over performance of the services both under the COMPANY contract of service and in fact; and 

3. is customarily engaged in an independently established trade, occupation, profession, or business. 

V. Modification of Terms and Conditions 

COMPANY may make changes to its Services, Products, information and/or materials offered on or available from the Website(s) at any time without notice, and COMPANY may change these Terms at any time without notice by posting updated Terms and Conditions on the Websites. 

Your continued use of the Websites after such changes have been posted and after You enter into an agreement with COMPANY, signifies that You assent and agree to the new Terms, even if You have not reviewed the changes. Therefore, You should check the Terms and Conditions and other legal notices posted on the Websites periodically for updates and changes.

Notwithstanding the above, COMPANY will notify, in writing, any client, who is contractually engaged with COMPANY for Services, in writing regarding any change which would affect the terms of any engagement.

VI. Severability 

The Terms shall be deemed severable. If any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. 

VII. Headings 

The headings used in these Terms are included for convenience only and will not limit or otherwise affect the terms and conditions herein. 

VIII. CONDITION PRECEDENT TO WEBSITE USE, COMPANY ENAGEMENTS AND COMPANY AGREEMENTS 

(a) Compliance with Laws / Warranties 

1. You agree that you will comply with all anticorruption, anti-money laundering, anti- bribery and other economic sanctions laws and regulations of the United States, United Kingdom, European Union, and United Nations (collectively, the “ABC/AML/Sanction Laws”) in connection with any COMPANY Agreement. 

2. Export Control/Sanctions: You shall promptly notify COMPANY in the event of any violation or failure to comply with ABC/ AML/Sanction Laws in connection with this Engagement, or allegations relating thereto, by You or its directors, officers, employees, or agents. You also agree that You will also comply with all US government export sanctions control laws including any U.S. government-imposed export controls and economic sanctions to protect its national security interests and promote foreign policy objectives, including the following: 

· Arms Export Control Act (AECA), 22 U.S.C. §2771-81 

· Export Control Reform Act (ECRA), 50 U.S.C. § 4801-26. 

· International Emergency Economic Powers Act (IEEPA), 50 U.S.C. § 1701-08. 

3. Foreign Agents Registration Act 22 U.S.C. § 611 et seq.: 

As a condition precedent of COMPANY entering into any Agreement, You warrant that: 

· You are NOT an “agent of a foreign principal” who, either directly or through another person, within the United States, 

· Is engaged in “political activities” on behalf of a foreign principal. 

· Acts as a foreign principal’s public relations counsel, publicity agent, information-

service employee, or political consultant. 

· Solicits, collects, disburses, or dispenses contributions, loans, money, or other things 

of value for or in the interest of a foreign principal; or 

· Represents the interests of the foreign principal before any agency or official of the U.S. government. 

· Your activities hereunder are private and nonpolitical activities in furtherance of Your bona fide trade or commerce and not serving predominantly a foreign interest. 

· Your activities are NOT directed by a foreign government or political party, or directly promote the public or political interests of the any foreign government or political party. 

IX. Entire Agreement: MSA / Terms & Conditions / SOW 

These Terms and Conditions, together with any COMPANY agreements, services, legal notices and/or policies incorporated herein or referred to herein and any SOW, constitutes the entire Agreement between us relating to the subject matters (Website Use and COMPANY Client Engagement for Services or Independent Contractor and/or Employee or Referral agreements) hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available in a fully executed corresponding SOW.