Last Modified: [September 3, 2019]
Subject to the terms and conditions of these Terms of Service, Employee Cycle, Inc. (“Company” or “we”) provides or makes available this website and certain other products and services, including:
• Our websites located at www.employeecycle.com (each a “Site” and collectively the “Sites”); and
- The Devices, Mobile Apps, and Sites are collectively referred to as (collectively, the “Employee Cycle Products and Services”).
Important: Your access to and use of any Employee Cycle Products and Services is subject to these Terms of Service, any additional Terms of Service applicable to such Employee Cycle Products and Services (each, an “Additional Service Term”), our Privacy Policy, and all applicable laws and regulations. Before using or accessing any Employee Cycle Products and Services, please read these Terms of Service carefully. These Terms of Service apply to all visitors, users, and others who access any Employee Cycle Products and Services (“User(s)”).
BY ACCESSING, DOWNLOADING, INSTALLING, ACTIVATING OR USING ANY EMPLOYEE CYCLE PRODUCTS AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU HAVE ANY QUESTIONS OR CONCERNS
ABOUT THESE TERMS OF SERVICE, PLEASE CONTACT EMPLOYEE CYCLE AT [email protected]. IF, PRIOR TO ACCESSING, DOWNLOADING, INSTALLING, ACTIVATING OR USING ANY EMPLOYEE CYCLE PRODUCTS AND SERVICES, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THESE TERMS OF SERVICE, DO NOT ACCESS OR USE ANY THE COMPANY PRODUCTS AND SERVICES.
These Terms of Service provide the Terms of Service for the Employee Cycle Products and Services. When using the Employee Cycle Products and Services, you agree to abide by any applicable federal, state and local laws, posted guidelines or notices which may change from time to time. Employee Cycle may modify these Terms of Service at any time by posting the amended terms. Should you object to any term or condition of these Terms of Service, any guidelines, or any subsequent modifications thereto or become dissatisfied with the Employee Cycle Products and Services in any way, your only recourse is to immediately discontinue use of the Employee Cycle Products and Services.
You are responsible for complying with the laws of the jurisdiction from which you are accessing or where you are using the Employee Cycle Products or Services and you agree that you will not access or use the information on this site in violation of such laws. Unless expressly stated otherwise herein, any information submitted by you through this site shall be deemed non-confidential and non-proprietary. You represent that you have the lawful right to submit such information and agree that you will not submit any information unless you are legally entitled to do so. Because of the open nature of the Internet, we recommend that you not submit information you consider confidential in an insecure, unencrypted manner.
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS (MEANING THE PARTIES GIVE UP THE RIGHT TO SEEK RELIEF IN A COURT OF LAW), A WAIVER OF YOUR ABILITY TO BRING OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AND ALSO CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY.
These provisions form an essential basis of our bargain. If you do not agree to these Terms, you are not authorized to access or use the Sites or the Employee Cycle Products and Services offered on the Site and you should stop using all Employee Cycle Products and Services and exit the Site.
YOUR INFORMATION. In connection with certain Employee Cycle Products and Services, you may be asked to provide certain personal information. The information you provide to Employee Cycle is retained by Employee Cycle and is governed by our Privacy Policy, accessible at https://www.employeecycle.com/privacy By using the Employee Cycle Products and Services or by agreeing to the terms of these Terms of Service, you agree to the terms and conditions of Employee Cycle’s Privacy Policy, which are specifically incorporated herein. You are responsible for keeping any applicable computing device safe and secure and out of the reach of others, and by using the Employee Cycle Products and Services, you agree that you assume the risk that any information you disclose may be viewed on your device.
ELIGIBILITY. The Employee Cycle Products and Services are available only to individuals who are at least 13 years old and (i) have otherwise achieved the age of majority in the applicable jurisdiction so as to be able to legally enter into these Terms of Service or (ii) whose parent or legal guardian, who is lawfully entitled to give consent on such individual’s behalf, has entered into these Terms of Service and any applicable Additional Service Term on such individual’s behalf. Employee Cycle does not knowingly collect personal information from children under 13. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information from our applicable database. If you believe we have any information from or about a child under 13, or if you are aware of a user under the age of 13 using the Employee Cycle Products and Services directly, rather than through a parent or guardian, please contact us at [email protected]. By using the Employee Cycle Products and Services, you represent and warrant that if you are an individual, you are of legal age to form a binding contract (or your parent or legal guardian has provided verifiable consent as described above), and that all registration and other information you submit or provide to Employee Cycle is accurate and truthful. Employee Cycle may, in its sole discretion, refuse to offer the Employee Cycle Products and Services to any person or entity and change its eligibility criteria at any time.
EMPLOYEE CYCLE ACCOUNT. Your Employee Cycle account, as applicable, gives you access to certain Employee Cycle Products and Services. You may never use another User’s account (except with such User’s express permission and on such User’s behalf). When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account. You must notify Employee Cycle immediately of any breach of security or unauthorized use of your account. Employee Cycle will not be liable for any losses caused by any unauthorized use of your account.
LICENSE, INTELLECTUAL PROPERTY RIGHTS, and CONFIDENTIALITY. (a) Subject to the terms and conditions of these Terms of Service, Employee Cycle grants you a revocable, non-exclusive, non-transferable, non-licensable, non-commercial, limited license, during the Term, to use the Employee Cycle Products and Services on any appropriate computing that you own or control, solely by you. You may not copy, reproduce or distribute the Employee Cycle Products and Services. You will not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the Employee Cycle Products and Services, Devices, or any right to access or use the Service.(b) Employee Cycle owns or licenses all intellectual property rights in, to and associated with the Employee Cycle Products and Services (including, without limitation, the Employee Cycle Products and Services, and by your use, you do not acquire any intellectual property right therein. All software used as part of the Employee Cycle Products and Services is the property of Employee Cycle or its software suppliers and protected by United States and international copyright and other laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Employee Cycle Products and Services. Any rights not expressly granted in these Terms of Service are hereby reserved by Employee Cycle. (c) The Employee Cycle Products and Services may include functionality to automatically check for updates or upgrades to the Employee Cycle Products and Services. You hereby agree that Employee Cycle may make such updates or upgrades available to you from time-to-time, in its sole discretion, at any time, and without additional notice to you. These Terms of Service will govern any upgrade provided by Employee Cycle that replaces and/or supplements the original Employee Cycle Products and Services (or any component thereof), unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern. You also agree that the Employee Cycle Products and Services were developed at considerable time and expense by Employee Cycle and are confidential to and contain trade-secrets of Employee Cycle. Except to the extent that Employee Cycle is expressly precluded by law from prohibiting these activities, you shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms from any part of the Employee Cycle Products and Services; (ii) modify, translate, or otherwise create derivative works of any part of the Employee Cycle Products and Services; or (iii) disclose any confidential or proprietary information related to the Employee Cycle Products and Services, including, without limitation, any Ideas, to any third party. You shall abide by all applicable local, provincial, state, national and international laws and regulations
TERRITORY. The Employee Cycle Products and Services are intended for use only in the United States (the “Territory”). Employee Cycle does not warrant that use of the Employee Cycle Products and Services is legal or that the Employee Cycle Products and Services will operate outside the Territory. Employee Cycle may change the Territory at any time by updating these Terms of Service.
TERM. These Terms of Service shall be effective upon your use and access of Employee Cycle Products and Services (as described in the preamble above) and shall continue in effect unless terminated in accordance with the provisions set out herein (the “Term”).
LAWFUL USE OF EMPLOYEE CYCLE PRODUCTS AND SERVICES: You acknowledge that you are aware of, and will adhere to all federal, state, local, national or international laws applicable to the use of the Employee Cycle Products and Services. You, and not Company, are solely responsible for all Content that you transmit or receive via the Employee Cycle Products and Services. You understand that Company may retain all related information for a period of at least one year, unless otherwise compelled to delete it by a court of law. You understand that Company does not control or endorse, and is not responsible for Content made available through the Employee Cycle Products and Services, and that by using the Employee Cycle Products and Services, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, illegal or otherwise objectionable. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, errors or omissions of any Content, violations of law through the use of the Employee Cycle Products and Services, loss or damage of any kind incurred as a result of the use of any Content made available to you via the Employee Cycle Products and Services.
You specifically agree not to use the Employee Cycle Products and Services to:
USER CONTENT LICENSE GRANT. By posting any Content on the Employee Cycle Products and Services, you expressly grant to Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, transmit, publicly perform, publicly display, and make derivative works of all such Content and your name, voice, and/or likeness as contained in your Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Employee Cycle Products and Services. You also represent and warrant that you (a) own or otherwise control all rights to all Content, or that the Content is in the public domain, (b) have the permission to use and permit Company to use the name and likeness of each identifiable individual person in such Content, and to use such individual’s identifying or personal information as contemplated by these Terms of Service, (c) are authorized to grant all of the aforementioned rights to the Content to Employee Cycle.
THIRD PARTY WEB LINKS. The Employee Cycle Products and Services or Content contained therein may contain links to other websites, services or resources on the Internet. When you access third party websites, services or resources, you do so at your own risk, and are subject to the terms of service, use and privacy policies of those third-party websites. Such websites and services are not under Employee Cycle’s control, and you acknowledge that Employee Cycle is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services, or resources. The inclusion of any such link does not imply endorsement by Employee Cycle or any association with its operators. You further acknowledge and agree that Employee Cycle shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such third party website or resource.
RIGHTS TO IDEAS AND SUGGESTIONS. Employee Cycle wishes to continually improve and expand the Employee Cycle Products and Services. Employee Cycle welcomes any ideas, suggestions, or feedback, related to the Employee Cycle Products and Services or for upgrades, updates, improvements, new features or functions thereto (“Ideas”). If you provide Employee Cycle with any Ideas, whether orally, in writing, or in any other way, you hereby assign and transfer all right, title and interest in and to all such Ideas to Employee Cycle. You should not provide Employee Cycle with any Ideas that are subject to third party intellectual property rights or that include or reveal any confidential information of any third party.
TELECOMMUNICATIONS SERVICES. Employee Cycle has no responsibility for providing you with connectivity to the Internet, wireless access, or any other telecommunications services necessary for you to receive or interact with the Employee Cycle Products and Services. Some of our Employee Cycle Products and Services are available on mobile devices. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the Employee Cycle Products and Services.
CLOSING YOUR ACCOUNT. You may cancel your Employee Cycle account at any time. To cancel your account, email [email protected]. Include your name, the email address you registered with, and a phone number where you can be reached. Thereafter, we will use reasonable efforts to cancel your account within 48 hours of your cancellation request.
TERMINATION AND PRODUCTS AND SERVICES SUSPENSIONS. If you breach any provision of these Terms of Service, these Terms of Service shall automatically and immediately terminate, and Employee Cycle may provide you with a notice of termination. Employee Cycle may terminate these Terms of Service at any time and for any or no reason upon notice of termination. Employee Cycle shall not have any liability to you arising from or related to the termination of these Terms of Service in accordance with this section. Upon termination of these Terms of Service, you will cease all use of the Employee Cycle Products and Services and permanently delete all copies of any related software in your possession or control. Employee Cycle may also temporarily suspend the Employee Cycle Products and Services to you, in whole or in part, where required by law, in the case of security violations or threats, for Employee Cycle Products and Services maintenance or repair, or for any other reasons deemed necessary or desirable by Employee Cycle.
INDEMNIFICATION. You shall defend, indemnify, and hold Employee Cycle, Employee Cycle’s affiliates and its and their respective officers, employees, directors, agents and subcontractors (“Employee Cycle Representatives”) harmless from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Employee Cycle Products and; (ii) any use or misuse of, or access to, the Employee Cycle Products and Services related to your account (even if such use or access involves a third party); (iii) any Content or data you transmit or receive; (iv) your violation of any third-party right, including, without limitation, any privacy or intellectual property right, and any tortious acts against a third party (including, without limitation, defamation); or (v) your breach of any term, including, without limitation, any representations or warranties, of these Terms of Service, whether such liabilities, claims, and expenses are due to the sole, joint or several negligence (including gross negligence) of Employee Cycle Representatives, breach of contract, express or implied, breach of warranty, express or implied, product or strict liability, and/or any claim for contribution or indemnification, whether in contract, tort or equity.
NO WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THE “PRODUCT WARRANTY” SECTION BELOW, THE EMPLOYEE CYCLE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE EMPLOYEE CYCLE PRODUCTS AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EMPLOYEE CYCLE PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE EMPLOYEE CYCLE PRODUCTS AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS AND RESELLERS (INCLUDING APPLICABLE THIRD PARTY EMPLOYEE CYCLE PRODUCTS AND SERVICES STORES) DO NOT WARRANT THAT ANY CONTENT IN ANY EMPLOYEE CYCLE PRODUCTS AND SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE EMPLOYEE CYCLE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE EMPLOYEE CYCLE PRODUCTS AND SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE EMPLOYEE CYCLE PRODUCTS AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE EMPLOYEE CYCLE PRODUCTS AND SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE EMPLOYEE CYCLE PRODUCTS AND SERVICES. ANY USE OF THE EMPLOYEE CYCLE PRODUCTS AND SERVICES, INCLUDING USE IN AN EMERGENCY, IS AT YOUR OWN RISK. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PRODUCTS AND SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, RESELLERS, INCLUDING APPLICABLE THIRD PARTY EMPLOYEE CYCLE PRODUCTS AND SERVICES STORES, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURY OR DEATH, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE EMPLOYEE CYCLE PRODUCTS AND SERVICES. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE EMPLOYEE CYCLE PRODUCTS AND SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR OPERATION OF THE PRODUCTS AND SERVICES; (II) DEATH, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THE EMPLOYEE CYCLE PRODUCTS AND SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE EMPLOYEE CYCLE PRODUCTS AND SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PRODUCTS AND SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY DISCLOSURES OF CONTENT OR OTHER DATA ARISING FROM YOUR USE OF THE SERVICE OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, DISCLOSED, OR OTHERWISE MADE AVAILABLE BY, THROUGH OR IN RELATION TO THE EMPLOYEE CYCLE PRODUCTS AND SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU IN THE AGGREGATE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.SOME STATES MAY PROHIBIT OR LIMIT DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
EXPORT AND PRIVACY LAW. The Employee Cycle Products and Services are controlled and operated from facilities in the United States. Employee Cycle makes no representations that the Employee Cycle Products and Services are appropriate or available for use in other locations. Those who access or use the Employee Cycle Products and Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations, and agree to be bound by United States privacy laws, which may be less restrictive than the privacy laws of their home jurisdiction. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software related to the Employee Cycle Products and Services may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) by or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. Except to the extent otherwise explicitly stated, the Employee Cycle Products and Services are solely directed to individuals, companies, or other entities located in the United States.
ASSIGNMENT. Employee Cycle may assign these Terms of Service without notice to you. You shall not assign these Terms of Service without the prior written consent of Employee Cycle, and any assignment without Employee Cycle’s prior written consent shall be of no effect. Employee Cycle may perform all obligations under these Terms of Service directly or may have some or all obligations performed by its contractor or subcontractors or its affiliates.
JURISDICTION; DISPUTE RESOLUTION; ARBITRATION. PLEASE READ CAREFULLY. THE FOLLOWING AFFECTS YOUR RIGHTS AND YOUR ABILITY TO BRING SUIT IN A COURT OF LAW
These Terms shall be treated as though they were executed and performed in the Commonwealth of Pennsylvania, U.S.A. and shall be governed by and construed in accordance with the laws of the United States of America and the Commonwealth of Pennsylvania (without regard to conflict of law principles).
SHOULD A DISPUTE ARISE BETWEEN YOU AND THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THESE TERMS, THE BREACH OF SAME BY ANY PARTY HERETO, ANY DATA SUBMITTED BY YOU, THE EMPLOYEE CYCLE PRODUCTS AND SERVICES OR ANY OTHER PRODUCTS OR EMPLOYEE CYCLE PRODUCTS AND SERVICES PROVIDED BY EMPLOYEE CYCLE, YOU AGREE TO SUBMIT THE DISPUTE FOR RESOLUTION BY ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS THEN CURRENT COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY, “AAA RULES”), AS MODIFIED BY THESE TERMS, AND YOU AGREE TO WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW. SUCH ARBITRATION SHALL BE ADMINISTERED BY A SINGLE ARBITRATOR. The arbitrator is bound by these Terms and must issue a written decision sufficient to explain the essential findings and conclusions on which an award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provisions in this section are for a court to decide. ANY AWARD RENDERED SHALL BE FINAL AND CONCLUSIVE TO THE PARTIES, AND A JUDGMENT THEREON MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATION SHALL BE CONDUCTED IN PHILADELPHIA, PENNSYLVANIA. YOU MAY OPT OUT OF THIS ARBITRATION REQUIREMENT BY NOTIFYING THE COMPANY IN WRITING 1608 WALNUT STREET, FLOOR 12, PHILADELPHIA, PA 19103 WITHIN THIRTY (30) DAYS AFTER OPENING YOUR ACCOUNT. NOTHING HEREIN SHALL BE CONSTRUED TO PRECLUDE ANY PARTY FROM SEEKING INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION IN ORDER TO PROTECT ITS INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION.
TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BRING, JOIN OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, CLAIMS BROUGHT IN A REPRESENTATIVE CAPACITY OR CONSOLIDATED CLAIMS AS TO ANY CLAIM, DISPUTE OR CONTROVERSY THAT YOU MAY HAVE AGAINST THE COMPANY OR ITS AFFILIATES, AND/OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, REPRESENTATIVES AND ASSIGNS. YOU AGREE TO THE ENTRY OF INJUNCTIVE RELIEF TO STOP SUCH A LAWSUIT OR TO REMOVE YOU AS A PARTICIPANT IN THE SUIT. YOU AGREE TO PAY THE ATTORNEYS’ FEES AND COURT COSTS THAT EMPLOYEE CYCLE INCURS IN SEEKING SUCH RELIEF. THIS PROVISION PREVENTING YOU FROM BRINGING, JOINING OR PARTICIPATING IN CLASS ACTION LAWSUITS AND OTHER CONSOLIDATED CLAIMS IS AN INDEPENDENT AGREEMENT AND DOES NOT CONSTITUTE A WAIVER OF ANY OF YOUR RIGHTS AND REMEDIES TO PURSUE A CLAIM INDIVIDUALLY AND NOT AS A CLASS ACTION IN BINDING ARBITRATION AS PROVIDED ABOVE. Further, unless both you and Employee Cycle agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
Should a dispute arise between you and Employee Cycle and should the arbitration provisions herein become inapplicable or unenforceable, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Philadelphia, Pennsylvania, U.S.A., and you hereby consent to the exercise of jurisdiction and venue by such courts. If either party employs attorneys to enforce any right in connection with a dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys’ fees.
CHANGES TO AGREEMENT. Employee Cycle may, in its sole discretion, modify or update these Terms of Service from time to time, and so you should review this page periodically. If we make material changes to these Terms of Service, we will post the new Terms of Service on this page with a notice that the terms have been updated and we may, in our sole discretion, notify you by e-mail and/or text message to the primary e-mail address and/or phone number specified in your account. When we change these Terms of Service in a material manner, we will update the ‘last updated’ date at the top of this page. Your continued use of the Employee Cycle Products and Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to use or access) any Employee Cycle Products and Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
ENTIRE AGREEMENT. These Terms of Service and any applicable Additional Service Term constitute the entire agreement with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements relating to the Employee Cycle Products and Services other than as set out in these Terms of Service or any applicable Additional Service Term. These Terms of Service supersede any prior oral or written agreements. In the event of any conflict between these Terms of Service and an applicable Additional Service Term, the provisions of the Additional Service Term shall control, unless stated otherwise therein. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.
CONTACT. Please contact us at [email protected] with any questions regarding these Terms of Service.