THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND ODM Enterprises LLC. (“ODM Enterprises”, “WE” OR “US”). THESE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE AS WELL AS ALL ASSOCIATED SITES PROVIDED BY ODM Enterprises, ITS SUBSIDIARIES, AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). BY USING THIS SITE OR REGISTERING TO USE THE SERVICES OFFERED THROUGH THE SITE (“SERVICES”), 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 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 ODM Enterprises. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
ODM Enterprises may make changes to the content and Services offered on or through the Site at any time. ODM Enterprises can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and, if you are a current Subscriber (as defined below), emailing you at the email address associated with your registered account. By using this Site after ODM Enterprises has updated the 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 and Services.
By using this Site and/or Services, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years you may not use the Site or Services at any time or in any manner or submit any information to ODM Enterprises or the Site.
ODM Enterprises provides content on the Site and through the Services that is the copyrighted and/or trademarked work of ODM Enterprises, ODM Enterprises’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 your compliance with these Terms, ODM Enterprises hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site and Services 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, Services 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.
Using the Site and the Services on the Site
You need not register with ODM Enterprises to simply visit and view the Site. However, in order to access certain password-restricted areas of the Site and to use the Services and certain Materials offered on and through the Site, you must register with ODM Enterprises for an account and receive a password.
Restricted Areas of this Site
ODM Enterprises administrator shall have the right to approve or reject the requested registration, in the Company’s sole discretion. If your account is approved by ODM Enterprises’s administrator, you will be notified and provided with Access Details such as username and password. The Access Details are for your own personal use only. You are responsible for maintaining the confidentiality of your Access Details and you are responsible for all activities that occur using your Access Details.
All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date.
By registering for an account with ODM Enterprises and subscribing to use the Services, you become a “Subscriber” with access to certain password-restricted Services, Materials and areas of the Site (a “Subscription”). Subscriptions and the rights and privileges provided to a Subscriber are personal and non-transferable.
Certain Services sold by ODM Enterprises may require ODM Enterprises to host certain elements of such Services and to provide ongoing support services. ODM Enterprises reserves the right, in its sole discretion, to discontinue hosting, support and all other activities related to such Services at any time following 12 months from your initial purchase of such Services. Prior to such discontinuance, ODM Enterprises will provide you with at least 30 days prior notice. Such notice will be sent to the email address associated with your account, so it is your responsibility to update as necessary the email address associated with your account. Notwithstanding the foregoing, ODM Enterprises shall only be required to provide such notice to users that have logged into the accounts associated with the Service to be discontinued within the period of 90 days prior to the date of notice of discontinuation. Upon discontinuation of a Service, ODM Enterprises may delete all databases associated with your use of the Service.
Payment and Purchases
You may pay for your Subscription fee with a credit/debit card or PayPal account. We or our payment processing partner will charge your credit/debit card or PayPal account for your first Subscription fee on the date that we process your account registration (or if you sign-up for a Subscription that includes a free-trial period, we or our payment processing partner will charge your credit card for your first Subscription fee upon your upgrade to a paid Subscription).Once your credit card is charged the first Subscription fee (or if you sign-up for a Subscription that includes a free-trial period, once your order for your Subscription has been processed), you will receive a confirmation e-mail notifying you of your ability to access the Services. All orders for services and products are subject to acceptance by ODM Enterprises. ODM Enterprises may refuse to accept any order for any reason in ODM Enterprises’s sole discretion. Additionally, ODM Enterprises may cancel any order for any reason at any time, even after acceptance, and refund the associated payments.
IMPORTANT NOTICE: ODM Enterprises WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON YOUR MONTHLY OR YEARLY ANNIVERSARY DATE AND, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, ODM Enterprises OR OUR PAYMENT PROCESSING PARTNER WILL CHARGE YOUR CREDIT CARD OR PAYPAL ACCOUNT WITH THE APPLICABLE MONTHLY SUBSCRIPTION FEE (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE) ON EACH SUBSEQUENT ANNIVERSARY DATE. FOR PURPOSES OF THIS SECTION, “ANNIVERSARY DATE” MEANS THE DATE OF THE MONTH OR THE YEAR, DEPENDING ON YOUR SUBSCRIPTION, YOU INITIALLY REGISTERED AS A PAID SUBSCRIBER. IF YOUR ANNIVERSARY DATE IS A DATE IN A CALENDAR MONTH WHICH DOES EXIST IN EVERY CALENDAR MONTH, THEN, IN THE MONTHS THAT DO NOT HAVE THAT DATE, YOUR ANNIVERSARY DATE WILL BE THE 28TH OF EACH MONTH. EACH SUBSCRIPTION RENEWAL PERIOD IS FOR ONE CALENDAR MONTH. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING SUPPORT AT: SUPPORT@ODMENTERPRISES.COM. ODM Enterprises REQUIRES A REASONABLE AMOUNT OF TIME TO PROCESS YOUR SUBSCRIPTION CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE END OF THE MONTH YOU CANCELED, AND YOUR SUBSCRIPTION BENEFITS WILL EXPIRE AT THE END OF THAT MONTH.
ALL PURCHASES OF SUBSCRIPTIONS, SERVICES AND OTHER PRODUCTS FROM ODM Enterprises ARE FINAL AND NO REFUNDS ARE AVAILABLE, UNLESS OTHERWISE EXPRESSLY PROVIDED FOR ON OUR WEBSITE OR IF ODM Enterprises CANCELS YOUR ORDER.
While ODM Enterprises attempts to create the highest quality Services, the actual benefits realized by customers may vary depending upon a number of variables, including customer efforts and initiative. You agree not to initiate any charge-back on fees you have paid to ODM Enterprises , unless you did not actually receive the Services that your ordered.
If you cancel your account or Service at any time, you will not receive any refund. However, even if ODM Enterprises's policy for a certain service allows for a refund, if ODM Enterprises determines that your purchase was initiated with the intent of benefiting from the purchase and then requesting a refund (which might be indicated by multiple refund requests), then ODM Enterprises may refuse to grant you a refund under such circumstances.
Electronic and Other Communications
By using the Site and/or the Services, you consent to receiving electronic and telephone communications from or on behalf of ODM Enterprises. 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 (including offers and information about new Services). These electronic communications are part of your relationship with ODM Enterprises. 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.
Third Party Content
Certain Materials may be provided by third party licensors and suppliers to ODM Enterprises (“Third Party Content”). Such Third Party Content is, in each case, the copyrighted work of the creator/licensor. Unless you have permission from the owner of the Third Party Content, you agree to use such Third Party Content pursuant to the applicable licenses of such Third Party Content. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. ODM Enterprises DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Links to Third Party Sites
When using this Site and/or the Services, you agree to abide by common standards of etiquette and act in accordance with the law. For example, you agree not to not to:
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Use racially, ethnically, or otherwise offensive language.
Discuss or incite illegal activity.
Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
Post anything that exploits children or minors or that depicts cruelty to animals.
Post any copyrighted or trademarked materials without the express permission from the owner.
Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
Use any robot, spider, scraper or other automated means to access the Site.
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
Alter the opinions or comments posted by others on this Site.
Post anything contrary to our public image, goodwill or reputation.
This list of prohibitions provides examples and is not complete or exclusive. ODM Enterprises reserves the right to terminate access to your account, your ability to post to this Site (or use the Services) with or without cause and with or without notice, for any reason or no reason, or for any action that ODM Enterprises determines is inappropriate or disruptive to the Site or Services, or to any other user of the Site and/or Services. ODM Enterprises 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 ODM Enterprises’s discretion, ODM Enterprises will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site, the Services, or on the Internet.
You agree to indemnify and hold ODM Enterprises 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) ODM Enterprises 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 Services violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
ODM Enterprises and third party trademarks and service marks may or may not be designated as such from time-to-time through the SM, TM or ® symbols. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, re-transmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Intellectual Property Infringement
ODM Enterprises respects the intellectual property rights of others, and we ask you to do the same. ODM Enterprises 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 or in the Services, please provide ODM Enterprises’s designated agent the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit ODM Enterprises to locate the material.
Information reasonably sufficient to permit ODM Enterprises to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ODM Enterprises’s agent for notice of claims of copyright or trademark infringement can be reached as follows: [legal@ODMEnterprises.com]
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 Digital Millennium Copyright Act (“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 ODM Enterprises designated agent that includes all of the following information:
1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which ODM Enterprises may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
ODM Enterprises reserves the right, in its sole discretion, to terminate the account or access of any user of our Site and/or Services who is the subject or repeated DMCA or other infringement notifications.
Disclaimer of Warranties
Your use of the Site and any Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by ODM Enterprises, and they may include inaccuracies or typographical or other errors. ODM Enterprises does not warrant the accuracy of timeliness of the Materials contained on this Site or obtained through the Services. ODM Enterprises has no liability for any errors or omissions in the Materials, whether provided by ODM Enterprises, our licensors or suppliers or other users.
ODM ENTERPRISES, 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. 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 OR THROUGH THE SERVICES 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. ODM Enterprises DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE AND/OR ANY SERVICE. YOU UNDERSTAND THAT ODM ENTERPRISES DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. ODM ENTERPRISES MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR ANY SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OR CONDUCT BUSINESS OFFLINE OR IN PERSON.
Limitation of Liability
ODM ENTERPRISES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE OR THE SERVICES. IN NO EVENT SHALL ODM Enterprises 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 ODM ENTERPRISES KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
Local Laws. ODM Enterprises accept Subscribers internationally. You are responsible to adhere to your applicable local laws where you live.
If you send or transmit any communications, comments, questions, suggestions, or related materials to ODM Enterprises, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services 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 ODM Enterprises 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 ODM Enterprises 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.
Dispute Resolution and Arbitration; Class Action Waiver
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us via support@ODMEnterprises.com. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and ODM Enterprises. Arbitration is a form of a 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 ODM Enterprises 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, “ODM Enterprises” means ODM Enterprises and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and ODM Enterprises regarding any aspect of your relationship with ODM Enterprises, 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 the services or products provided or billed to you (such as ODM Enterprises’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 ODM Enterprises an opportunity to resolve the Dispute. You must commence this process by mailing written notification to legal@ODMEnterprises.com . 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 ODM Enterprises 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 ODM Enterprises 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 sending a written notification to legal@ODMEnterprises.com. 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 ODM Enterprises through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with ODM Enterprises. 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 ODM Enterprises 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, Services 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 ODM Enterprises may initiate arbitration in either the State of Alabama 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, ODM Enterprises may transfer the arbitration to Alabama 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 – ODM Enterprises 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 ODM Enterprises 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 ODM Enterprises 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 or Services 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 ODM Enterprises 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 ODM Enterprises 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 will 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 ODM Enterprises or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if ODM Enterprises makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require ODM Enterprises to adhere to the language in this Provision if a dispute between us arises.
ODM Enterprises 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 ODM Enterprises, may result in immediate termination of your access to the Site and/or Services without prior notice to you. The Federal Arbitration Act, Alabama 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 the city and State of Alabama. 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. ODM Enterprises failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and ODM Enterprises and supersede all prior or contemporaneous negotiations, discussions or agreements between you and ODM Enterprises about the Site and Services. The proprietary rights, dis-claimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact ODM Enterprises for any reason, please contact via support@ODMEnterprises.com