run2geo Terms of Service
April 25, 2016
THIS FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH RUN2GEO, LLC OFFERS YOU ACCESS TO THE RUN2GEO APPLICATION AND WEBSITE.
Welcome to the user agreement (the "Agreement" or "User Agreement" or "Terms of Service") for run2geo (the "run2geo Platform"), a website and application owned and operated by run2geo, LLC, a Delaware limited liability company. This Agreement is a legally binding agreement made between you ("You," "Your," or "Yourself") and run2geo, LLC ("run2geo ", "We", "Us" or "Our").
Run2geo is willing to license, not sell, the run2geo Platform to You only upon the condition that You accept all the terms contained in this Agreement. By signing up with or by using the run2geo Platform, You indicate that You understand this Agreement and accept all of its terms. If You do not accept all the terms of this Agreement, then run2geo is unwilling to license the run2geo Platform to You.
This paragraph applies to any version of the run2geo Platform that you acquire from the Apple App Store or Google Play. This Agreement is entered into between You and run2geo. Neither Apple, Inc. ("Apple") nor Google Inc. ("Google") are a party to this Agreement and shall have no obligations with respect to the run2geo Platform. Run2geo, not Apple or Google, is solely responsible for the run2geo Platform and the content thereof as set forth hereunder. However, Apple and Google and their respective subsidiaries are third party beneficiaries of this Agreement. Upon Your acceptance of this Agreement, Apple and Google shall each have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof.
The run2geo Platform provides various resources to enable creation of an online social network, facilitate organization of groups and allowing posting of athletic statistics and other informative content. For purposes of this Agreement these services shall collectively be defined as the "Services". This Agreement describes the terms and conditions that will govern Your use of and participation in the run2geo Platform.
Please read this Agreement carefully before using the Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before You use any of the Services. By using any of the Services, You become a Participant in run2geo and a User of Services available on the run2geo Platform ("Participant" or "User") and You agree to be bound by the terms and conditions of this Agreement with respect to such Services. You further agree that it is Your sole responsibility to stay apprised of any updates to the terms and conditions for use of the run2geo Platform and to be bound by any updated terms conditions that may subsequently be placed on the run2geo Platform.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS THE RUN2GEO PLATFORM OR REGISTER FOR THE SERVICES PROVIDED ON THE RUN2GEO PLATFORM. We may amend this Agreement at any time by posting the amended terms on the run2geo Platform. In the event that We post amended terms and conditions on the run2geo Platform, Your continued use of the run2geo Platform constitutes acceptance of the updated terms and conditions. Except as stated below, all amended terms shall automatically be effective at the date and time that they are posted on the run2geo Platform. This Agreement may not be otherwise amended except in writing signed by You and run2geo.Notice for Amateur Athletes
YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR USE OF OR PARTICIPATION IN THE ACTIVITIES OF THE RUN2GEO PLATFORM DOES NOT AFFECT YOUR ELIGIBILITY AS AN AMATEUR ATHLETE. PLEASE CHECK WITH YOUR AMATEUR ATHLETIC ASSOCIATION FOR THE RULES THAT APPLY TO YOU. RUN2GEO IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF THE RUN2GEO PLATFORM RESULTING IN YOUR INELIGIBILITY AS AN AMATEUR ATHLETE.Physical Activity Notice
The run2geo Platform may include features that promote physical activity. Consider the risks involved and consult with Your medical professional before engaging in any physical activity. You acknowledge that participation in any physical activity is at Your own risk and that run2geo is not responsible or liable for any injuries or damages You may sustain that result from Your use of, or inability to use, the features of the run2geo Platform.Privacy
You own all of the content and information you post on run2geo, and you can control how it is shared through your personalized application settings. In addition:
1. For content that is covered by intellectual property rights, such as photos and videos (“IP content”), you specifically give us the following permission, subject to your application settings: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you upload onto the run2geo Platform. This license ends when you delete your IP content or your run2geo account unless your content has been shared with others, and they have not deleted it.
2. When you delete IP content, it will not be visible to other users on the run2geo Platform. However, you understand that removed content may remain in backup copies on Our servers for a reasonable period of time.
3. When you use the mobile application, the application may ask for your permission to access your content and information as well as content and information that others have shared with you. We require applications to respect your privacy, and your agreement with that application will control how the application can use, store, and transfer that content and information.
4. When You upload content or information to the run2geo Platform without restricting which users may have access to such information, You may be allowing everyone, including people not on the run2geo Platform, to access that information and to associate it with You.
5. We appreciate Your feedback or suggestions about run2geo and the run2geo Platform. However, You understand that We may use your feedback or suggestions without any obligation to compensate you for them.Restricted Activities
You agree that You will use the Services in a manner consistent with any and all applicable laws and regulations. We reserve the right, but are not obligated to investigate and terminate Your participation in the run2geo Platform if You have misused the run2geo Platform or the Services, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal.
1. With respect to Your participation on the run2geo Platform or through the Services, You agree that You will not:
- Provide any false personal information on the run2geo Platform, or create an account for anyone other than yourself without permission;
- Create more than one personal account;
- Impersonate any person or entity;
- If We disable your account, you will not create another one without Our permission;
- Share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account;
- Post anyone's identification documents or sensitive financial information on the run2geo Platform;
- "Stalk" or otherwise harass any person;
- Express or imply that any statements You make are endorsed by Us, without Our specific prior written consent;
- Attempt in any manner or by any means to retrieve, index, "data mine", or reproduce or circumvent the navigational structure or presentation of the Services or its contents;
- Infringe in any way (whether through posting, distributing, reproducing or otherwise) on any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
- Post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- "Mirror" or "frame" any part of the Service, without Our prior written authorization or use meta tags or code or other devices containing any reference to Us or the Services or the run2geo Platform in order to direct any person to any other web site for any purpose; or
- Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or any software used on or for the Services or cause others to do so.
2. You further agree that Your Information and Your interactions on the run2geo Platform shall not:
- Be false, inaccurate or misleading (directly or by omission or failure to update profile information);
- Infringe any third party's rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- Violate any law, statute, ordinance or regulation;
- Be defamatory, trade libelous, abusive, obscene, profane, offensive, threatening, harassing, sexually or racially offensive; or
- Contain any offensive or sexually suggestive or connotative language, or any offensive or anatomical or sexual references; or
- You further agree that You will not transfer, use, or sell Your run2geo account and/or ID to any another party.
- Arbitration does not limit or affect the legal claims you may bring against run2geo. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
- Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
- Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with run2geo.
- IMPORTANT: This arbitration provision will require you to resolve any claim that you may have against run2geo on an individual basis pursuant to the terms of the Agreement unless you choose to opt out of the arbitration provision. This provision will preclude you from bringing any class, collective, or representative action against run2geo. It also precludes you from participating in or recovering relief under any current or future class, collective, or representative action brought against run2geo by someone else.
We reserve the right, but We have no obligation, to reject any Participant or remove any user content that we believe does not comply with these prohibitions.Interaction With Other Users
You are solely responsible for your interactions with other people, whether online or in person. Run2geo is not responsible or liable for any loss or damage or injury resulting from any interaction with other users of the run2geo Platform, persons you meet through the run2geo Platform, or persons who find you because of information posted on, by or through the run2geo Platform. You agree to take reasonable precautions in all interactions with other users of the run2geo Platform, and conduct any necessary investigation before meeting another person.Mobile and Other Devices
1. We currently provide Our mobile services for free, but please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply.
2. In the event You change or deactivate Your mobile telephone number, You will update your account information on the run2geo Platform within 72 hours to ensure that your messages are not sent to the person who acquires your old number.
3. You provide consent and all rights necessary to enable users to sync (including through a mobile application) their devices with any information that is visible to them on the run2geo Platform.Payments
With the exception of paid advertisers and registration for events, run2geo will not ask You for payment for any of the Services or for use of the run2geo Platform. In the event you register for an event through the run2geo Platform, registration is nonrefundable and may be subject to a processing fee.Proprietary Rights
Run2geo owns and retains ownership in the run2geo Platform, and all intellectual property therein. Contingent upon Your compliance with the terms and conditions of this Agreement, run2geo hereby grants to You a limited, non-transferable, non-exclusive, non-assignable, revocable license to use the run2geo Platform on
1. any Android device that You own or control;
2. any iPhone, iPod touch or iPad that You own or control and as permitted by the Usage Rules set forth in Section 9b. of the Apple App Sore Terms and Conditions (the "Usage Rules"); and/or
3. any computer (whether "PC" or "Mac") or other device You own or control.
This license does not allow You to use the run2geo Platform on any Android device, iPod touch, iPhone or iPad that You do not own or control, and You may not distribute or make the run2geo Platform available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the run2geo Platform. You may not copy (except as expressly permitted by this license), reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the run2geo Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of run2geo and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by run2geo that replace and/or supplement the run2geo Platform, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
Neither run2geo, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services. Any of Your Information, including geolocation data, You upload, provide, or post on the run2geo Platform may be accessible to certain Users of the run2geo Platform. We cannot verify or guarantee the accuracy of the information Users provide to Us on the run2geo Platform, and We do not control the information provided by other Users that is made available through Our system. Therefore, run2geo cannot and does not confirm each User's purported identity. You may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the run2geo Platform. Please note that there are also risks of dealing with underage persons or people acting under false pretense. By using the run2geo Platform, You agree to accept such risks and run2geo is not responsible for the acts or omissions of users on the run2geo Platform. In order to help You evaluate with whom You are dealing, run2geo can link to a User's Facebook.com or Twitter.com profile if they supply Us with their Facebook.com or Twitter.com account information.run2geo Email and Text Communications
Our goal is to deliver advertising and other commercial or sponsored content that is valuable to our users and advertisers. In order to provide more valuable advertising to Our users, We may search Your uploaded content. You acknowledge that We do not give your content or personal information to advertisers without your consent. Additionally, you understand that we may not always identify paid services and communications as such.Intellectual Property
All intellectual property rights on the run2geo Platform and in the Services shall be owned by Us absolutely and in their entirety. These rights include but are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the run2geo Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the run2geo Platform or the Services ("Submissions") provided by You to Us are non-confidential and shall become the sole property of run2geo. Run2geo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to You.Copyright Complaints and Copyright Agent
Run2geo respects the intellectual property of others, and expects Users to do the same. If You believe, in good faith, that any materials on the Services infringe upon Your copyrights, please send the following information to run2geo’s Copyright Agent at run2geo, LLC via electronic communication at email@example.com:
1. Your full name, address, telephone number, and e-mail address;
2. A description of the copyrighted work that You claim has been infringed, including specific location on the Services where the material You claim is infringed is located. Include enough information to allow run2geo to locate the material, and explain why You think an infringement has taken place;
3. A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
4. A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. A statement by You, made under penalty of perjury, that the information in Your notice is accurate, and that You are the copyright owner or authorized to act on the copyright owner's behalf; and
6. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.Indemnity
You agree to indemnify, defend, and hold Us and Our officers, directors, employees, agents, affiliates and any third parties harmless for any losses, costs, liabilities and expenses (including reasonable attorneys' fees), without regard to the negligence of any third party, including any indemnified person or entity, relating to or arising out of Your use of the Service, including:
1. Your breach of this Agreement or any of your representations or warranties made under this Agreement;
2. Your violation of any law or the rights of a third party, including, without limitation, other Users, as a result of Your own interaction with such third party or parties;
3. Any allegation that any materials that You submit to Us or transmit to the Services or to Us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party;
4. Any other of Your activities in connection with the Services.Online Content Disclaimer
Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Us are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Services and neither do We adopt nor endorse nor are We responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than Us. Under no circumstances will We be responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the Services, or transmitted to participants. We reserve the right, but We have no obligation, to monitor the materials posted in the public areas of the Services. Notwithstanding this right, You remain solely responsible for the content of the photos, profiles (including Your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content (the "Content") that You post in the public areas of the Services and in Your private e-mail and/or text messages. We shall have the right to remove any such material that in Our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. E-mails sent between You and other participants that are not readily accessible to the general public will be treated by Us as private to the extent required by applicable law.
The run2geo Platform may contain (or You may be sent through the run2geo Platform or the Services) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Us, and We are not responsible for any Third Party Sites accessed through the run2geo Platform or any Third Party Applications, Software or Content posted on, available through or installed from the run2geo Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by Us. If You decide to leave the run2geo Platform and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at Your own risk and You should be aware that Our terms and policies no longer govern.Miscellaneous Disclaimers
We, Our subsidiaries, officers, directors, employees and suppliers provide the run2geo Platform and the Services on an "as is" basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the run2geo Platform and/or the Services. We, Our subsidiaries, officers, directors, employees and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You and You may also have other legal rights that vary from state to state. We do not warrant that Your use of the Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet Your requirements, that any defects in the Services will be corrected, or that the Services are free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability. We cannot guarantee that each User is at least the required minimum age, nor do We accept responsibility or liability for any content, communication or other use or access of the run2geo Platform or the Services by persons under the age of 18 in violation of this Agreement. We are not responsible or liable in any manner for any Content posted on the run2geo Platform or in connection with the Service, whether posted or caused by Users of the run2geo Platform, by run2geo, by third parties or by any of the equipment or programming associated with or utilized in the run2geo Platform or the Services. Although We provide rules for User conduct and postings, We do not control, verify, or monitor and are not responsible for what Users post, transmit or share on the run2geo Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content You may encounter on the run2geo Platform or in connection with any Content. Run2geo is not responsible for the conduct, whether online or offline, of any user of the run2geo Platform or Services. It also is possible for others to obtain personal information about You due to Your use of the run2geo Platform or the Services, and that the recipient may use such information to harass or injure You. We are not responsible for the use of any personal information that You disclose on the run2geo Platform or through the Services.
You are solely responsible for Your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between You and other Users. Please carefully select the type of information that You post on the run2geo Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Participants or Users (including unauthorized users, or "hackers").
The run2geo Platform and the Services may be temporarily unavailable from time to time for maintenance or other reasons. Run2geo assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Run2geo is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on the run2geo Platform, on any web site or any combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Services.Limitation of Liability
IN NO EVENT WILL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY OUR SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH RUN2GEO, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING THROUGH NEGLIGENCE) EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT SCREEN THE PARTICIPANTS USING THE SERVICES IN ANY WAY. AS A RESULT, WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL AND/OR CONSEQUENTIAL, ARISING OUT OF THE USE OF RUN2GEO OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, TO DAMAGES ARISING OUT OF COMMUNICATING AND/OR MEETING WITH OTHER PARTICIPANTS OF RUN2GEO OR THE SERVICES, OR INTRODUCED TO YOU VIA RUN2GEO OR THE SERVICES. SUCH DAMAGES INCLUDE, WITHOUT LIMITATION, PHYSICAL DAMAGES, BODILY INJURY, DEATH AND OR EMOTIONAL DISTRESS AND DISCOMFORT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.00. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Run2geo has no responsibility whatsoever for the actions or conduct of its Users. Run2geo has no obligation to intervene in or be involved in any way in disputes that may arise between Users, or third parties, however they may arise. Responsibility for the decisions you make regarding participation in the Services rests solely with You. It is each User’s responsibility to take reasonable precautions in all actions and interactions with any party they may interact with through use of the Services. Run2geo may but has no responsibility to screen or otherwise evaluate potential Users. Users understand and accept that run2geo has no control over the identity or actions of the other Users, and run2geo requests that users exercise caution and good judgment when using the Services. All Users use the services at their own risk.Release
Because we do not supervise, oversee or control the interactions among or between users and other persons or companies, and because we cannot guarantee the true identity, age, nationality of users of the run2geo Platform, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the run2geo Platform, You agree that You bear all risk and You agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with Your use of the run2geo Platform, Your transactions with third parties, and/or Our resolution of any disputes among users. You agree to waive all rights and benefits under California Civil Code Section 1542 (or any analogous law of any state in which you are using the Services), which says: "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.”Termination for Breach
Without limiting other remedies, We may terminate Your Participation, remove Your Information, warn Our community of Your actions, issue a warning, and refuse to provide Our services to You if:
1. You breach this Agreement or the documents it incorporates by reference;
2. We are unable to verify or authenticate any information You provide to Us;
3. We believe that Your actions may cause financial loss or legal liability for You, Our users or Us, or third parties or subject run2geo or You or any other User to regulation by any state or local government or regulatory agency; or
4. We suspect that You have engaged in fraudulent activity in connection with the run2geo Platform or the Services.Agreement to Arbitrate All Disputes and Legal Claims
Important Note Regarding this Section:
WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ABRITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION.
1. How This Arbitration Provision Applies.
This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) and evidences a transaction involving commerce. This Arbitration Provision applies to any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse You from utilizing any procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures.
Except as otherwise provided, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. This Arbitration Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration on an individual basis only and not by way of court or jury trial, or by way of class, collective, or representative action.
Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an Arbitrator and not by a court or judge.
Except as otherwise provided, this Arbitration Provision also applies, without limitation, to disputes arising out of or related to this Agreement and disputes arising out of or related to Your relationship with run2geo, including termination of the relationship. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by run2geo and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information NonDiscrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims.
This Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of this Agreement are expressly excluded from the Arbitration Provision.
2. Limitations On How This Agreement Applies.
The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in this Section of this Agreement shall not apply:
Claims for workers compensation, state disability insurance and unemployment insurance benefits;
Regardless of any other terms of this Arbitration Provision, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor June 20, 2014 15 (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), or the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration;
Disputes that may not be subject to predispute arbitration agreement as provided by the DoddFrank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision;
Disputes regarding the Intellectual Property Rights of the parties; or
This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2010 (Pub. L. 111- 118), section 8102 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2011 (Pub. L. 112-10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims.
3. Selecting the Arbitrator and Location of the Arbitration.
The Arbitrator shall be selected by mutual agreement of run2geo and You. Unless You and run2geo mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the Parties cannot agree on an Arbitrator, then an arbitrator will be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option of making the first strike. If a JAMS arbitrator is used, then the JAMS Streamlined Arbitration Rules & Procedures rules will apply. Those rules are available here:
The arbitration proceeding take place exclusively in Los Angeles, California, unless each party to the arbitration agrees in writing otherwise.
4. Starting the Arbitration.
All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the Parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to run2geo shall be provided to Arbitration Department, run2geo, LLC at the address contained herein. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
5. How Arbitration Proceedings Are Conducted.
In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.
You and run2geo agree to resolve any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative action basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the Arbitration may still proceed on an individual basis only.
While run2geo will not take any retaliatory action in response to any exercise of rights You may have under Section 7 of the National Labor Relations Act, if any, run2geo shall not be precluded from moving to enforce its rights under the FAA to compel arbitration on the terms and conditions set forth in this Agreement.
6. Paying for the Arbitration.
In the event of Arbitration, the prevailing party is entitled to recover reasonable attorney’s fees. In all cases where required by law, run2geo will pay the Arbitrator's and arbitration fees. If under applicable law run2geo is not required to pay all of the Arbitrator's and/or arbitration fees, such fee(s) will be apportioned equally between the Parties or as otherwise required by applicable law. Any disputes in that regard will be resolved by the Arbitrator.
7. The Arbitration Hearing and Award.
The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error
8. Your Right to Opt Out of Arbitration.
Arbitration is not a mandatory condition of your contractual relationship with run2geo. If You do not want to be subject to this Arbitration Provision, You may opt out of this Arbitration Provision by notifying run2geo in writing of Your desire to opt out of this Arbitration Provision, either by (1) sending, within 30 days of the date this Agreement is executed by You, electronic mail to firstname.lastname@example.org, stating Your name and intent to opt out of this Arbitration Provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.) to the address contained herein.
In order to be effective, the letter under option (2) must clearly indicate Your intent to opt out of this Arbitration Provision, and must be dated and signed. The envelope containing the letter must be received (if delivered by hand) or post-marked within 30 days of the date this Agreement is executed by You. Your writing opting out of this Arbitration Provision, whether sent by (1) or (2), will be filed with a copy of this Agreement and maintained by run2geo. Should You not opt out of this Arbitration Provision within the 30-day period, You and run2geo shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of Your choice concerning this Arbitration Provision. You understand that You will not be subject to retaliation if You exercise Your right to assert claims or opt-out of coverage under this Arbitration Provision.
9. Enforcement of This Agreement.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as stated in subsection 4, above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. By clicking “I accept”, You expressly acknowledge that You have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that You agree to be bound by the terms and conditions of the Agreement, and that You are legally competent to enter into this Agreement with run2geo.Special Provisions Applicable to Users Outside the United States
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with run2geo outside the United States:
1. You consent to having your personal data transferred to and processed in the United States.
2. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on run2geo (such as advertising or payments) or operate a Platform application or website. You will not use run2geo if you are prohibited from receiving products, services, or software originating from the United States.
3. You will not use the run2geo Platform in any manner that is violative of any laws, statutes or ordinances of Your national, state or local government.Notices, Complaints
Except as explicitly stated otherwise, any notices to run2geo shall be given by certified mail, postage prepaid and return receipt requested to run2geo, LLC, 3447 E. Del Mar Blvd., Pasadena, California 91107, and any notices to You shall be provided to You through the run2geo Platform or given to You via the email address You provide to run2geo during the registration process or via any profile information updates provided by You. In such case, notice shall be deemed given 3 days after the date that the email was sent. Alternatively, We may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to run2geo during the registration process or via any profile information updates provided by You. In such case, notice shall be deemed given 5 days after the date of mailing.
To resolve a complaint regarding the Service, You should first contact Our Customer Service Department through email@example.com.General
This Agreement shall be governed by the laws of the State of California without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by run2geo, in Our sole discretion in accordance with the "Notices" section of this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between the User and run2geo with respect to the subject matter hereof. Sections referring to Services, Licenses, Liability Limit, Indemnity, and Resolution of Disputes shall survive any termination or expiration of this Agreement.