Effective Date: August 26, 2024.
1. Introduction and Overview.
These Terms of Use (“Terms”) set forth a legally binding agreement between you and the Jewish Foundation for the Education of Women (“JFEW”, “we”, “our”, or “us”), and govern your use of any online services we control that link to these Terms, including all features and content available through such online services (collectively, the “Service”). By using the Service, you accept and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE IN SECTION 8 BELOW, WHICH APPLIES TO YOU WHEN YOU USE OR ACCESS THE SERVICE. BY AGREEING TO THE ARBITRATION CLAUSE, YOU WAIVE ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN BELOW CERTAIN EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION.
In some instances, both these Terms and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
For details on how we process your information, please see our Privacy Policy.
Service Use.
A. Content.
The Service contains: (i) materials and other items relating to JFEW and its services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, Submissions, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of JFEW; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of JFEW or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
B. Limited License.
Subject to your strict compliance with these Terms and any applicable Additional Terms, JFEW grants you a limited, non-exclusive, revocable, non-assignable, and non-transferable license to download and display the Content for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in JFEW’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. All rights not expressly granted to you are reserved by JFEW and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.
C. Restrictions.
You may not use the Service unless you are at least eighteen (13) years old.
You may not: (i) use the Service or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to JFEW; (iii) harvest any information from the Service or Content; (iv) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; (vi) infringe any intellectual property or other right of any third party; (vii) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (viii) otherwise violate these Terms or any applicable Additional Terms. Any unauthorized use of the Service or Content is prohibited.
You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.
D. Availability.
JFEW may suspend or terminate the availability of the Service and Content, in whole or in part, to any individual user or all users, for any reason, in JFEW’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from JFEW, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content.
E. Equipment.
You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Service and all charges related to the same.
F. Third Parties.
The Service contains content from and links to websites, platforms operated or controlled by third parties. In addition, we may integrate technologies operated or controlled by third parties into parts of our Service. To the extent permitted by applicable law, we are not responsible for any loss or damage relating to third parties. Please see our Privacy Policy for further details regarding data processing by third parties.
3. Submissions.
You acknowledge that any submissions you make to the Service (i.e., user-generated content including but not limited to: comments, feedback, reviews, text, video, audio, photographs, messages, or other materials or items) (each, a “Submission”) may be edited, removed, modified, published, transmitted, and displayed by JFEW and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you.
You grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.
To the extent permitted by applicable law, you further irrevocably grant us the right, but not the obligation, to use your name in connection with your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.
You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions.
4. Disclaimer of Representations and Warranties.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND JFEW, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “JFEW PARTIES”) DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND FREEDOM FROM COMPUTER VIRUS. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE CONTENT OR OTHER MATERIAL MADE AVAILABLE THROUGH THE SERVICE. YOU SHOULD NOT RELY ON THE CONTENT AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL LEGAL, FINANCIAL, TAX, OR MEDICAL ADVICE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY JFEW OR A LICENSOR OF JFEW.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE DISCLAIMERS TO APPLY TO YOU, THE DISCLAIMERS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
5. Limitation of Liability.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE JFEW PARTIES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE; (B) THESE TERMS; OR (C) YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS MUST BE COMMENCED WITHIN ONE YEAR OF THE RELEVANT EVENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND JFEW EACH WAIVE THE RIGHT TO PURSUE ANY DISPUTE, CLAIM OR CONTROVERSY RELATING TO THESE TERMS THAT IS NOT FILED WITHIN ONE YEAR AND ANY RIGHT YOU OR WE MAY HAVE HAD TO PURSUE THAT DISPUTE, CLAIM OR CONTROVERSY IN ANY FORUM IS PERMANENTLY BARRED.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
6. Indemnification.
You agree to defend, indemnify and hold harmless the JFEW Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) any breach or alleged breach by you of these Terms; (ii) your Submissions; (iii) your misuse of the Service; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (vi) any misrepresentation made by you; or (vii) your negligence or willful misconduct. You shall cooperate as fully as reasonably required in the defense of any such claim. JFEW reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
If applicable law does not allow all or any part of the above indemnification obligation to apply to you, the indemnification obligation will apply to you only to the extent permitted by applicable law.
7. Arbitration Agreement and Class Action Waiver.
PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
8.1 Mandatory Individual Arbitration
Any dispute, claim, or controversy between you and JFEW (“Dispute” or “Disputes”), including but not limited to Disputes arising out of or relating in any way to the Service, or the Terms (including those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms and this Arbitration Agreement), whether such Disputes arose before, on, or subsequent to you entering these Terms, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and JFEW each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Any legal action by JFEW against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.
To the fullest extent permissible by applicable law, all claims against JFEW, including but not limited to claims arising out of or relating in any way to the Services or the Terms, must be filed within one year after such claim or cause of action arose or it will be forever barred.
If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.
If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in New York, New York, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.
8.2 Class Action / Jury Trial Waiver
You and JFEW agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and JFEW may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and JFEW may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.
Unless both you and JFEW agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and JFEW shall be deemed not to have agreed to arbitrate Disputes.
To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in New York, New York, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
Notwithstanding the foregoing, you or JFEW may participate in a class-wide settlement.
8.3 Opt-Out Procedures
To opt out of this Arbitration Agreement, you must send us a written Opt-Out Notice (“Opt-Out Notice”) by emailing JFEW here within 30 days from the earlier of the date that you: (1) first accessed the Service or (2) first provided information to the Service after the posting of these Terms (the “Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with JFEW. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of JFEW’s arbitration agreements and class action provisions. If you timely provide JFEW with a valid Opt-Out Notice, all Disputes shall be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in New York, New York.
8.4 Rules and Governing Law
Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and JFEW each agree to send the other party a written Notice of Dispute. A Notice of Dispute from you to JFEW must be emailed to the Notice Address. Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant’s use of the Services, including whether claimant receives any emails associated with the Services, whether claimant has made a purchase from JFEW, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice of Dispute must be individualized, meaning it can concern only your dispute and no other person’s dispute. JFEW will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.
After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution.
Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and JFEW have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.
If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and JFEW each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Claims through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.
All Disputes shall be submitted to NAM, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with the NAM Rules, except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.
If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these Claims. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. JFEW reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and JFEW shall be deemed not to have agreed to arbitrate Disputes.
If NAM notifies the parties in writing that it is not available to arbitrate any Claim, or if NAM is otherwise unable to arbitrate any Claim, that Claim shall be submitted to ADR Services, for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with the ADR Services Rules, except as modified by this Arbitration Agreement. If there are 20 or more substantially similar Claims that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those Claims in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule (the “ADR Services Batching Procedure”). You agree to cooperate in good faith to implement this ADR Services Batching Procedure to facilitate the efficient resolution of these Claims. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. JFEW reserves all rights and defenses as to each and any demand and claimant.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the FAA, will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or ADR Services Rules (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.
At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
As in court, you and JFEW agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.
Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.
Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.
Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.
You agree that any arbitrations between you and JFEW will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with JFEW, and, notwithstanding any provision in these Terms to the contrary, you agree that this Arbitration Agreement replaces any prior arbitration agreement you had with JFEW, including with respect to claims that arose before this or any prior arbitration agreement.
8.5 Opt-Out of Future Changes to Arbitration Agreement
Notwithstanding any provision to the contrary, if JFEW makes any future change to this Arbitration Agreement (other than a change to the Notice Address or other non-material changes), you may reject any such change by sending JFEW an email here within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from JFEW. It must include a statement, personally signed by you, that you wish to reject the specified change to the Arbitration Agreement. This is not an opt out of arbitration altogether.
8.6 Severability & Survival
If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.
Notwithstanding the foregoing, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.
This Arbitration Agreement shall survive termination of these Terms. Except as provided in the opt-out provisions set forth in subsections 8.3 and .5 above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with JFEW.
8. Changes to Terms.
We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.
9. Contact Us.
If you have any questions, please contact us:
By email:
info@jfew.org
By mail:
545 Fifth Avenue, Suite 910
New York, NY 10017
10. General Provisions.
A. Consent or Approval.
No JFEW consent or approval may be deemed to have been granted by JFEW without being in writing and signed by an officer of JFEW.
B. Notices.
All legal notices to us must be mailed to: 545 Fifth Avenue, Suite 910, New York, NY 10017. When you communicate with us electronically, you consent to receive communications from us electronically. 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.
C. Survival.
The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including sections on Service Use (except for the limited license), Submissions, Copyright Infringement, Subscriptions and Products, Text Messages, Disclaimer of Representations and Warranties, Limitation of Liability, Indemnification, Arbitration Agreement and Class Action Waiver, Changes to Terms, and General Provisions, will survive.
D. Support.
You acknowledge that the provision of support is at JFEW’s sole discretion and that we have no obligation to provide you with customer support of any kind.
E. Severability; Interpretation; Assignment.
If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. JFEW may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of JFEW.
F. Complete Agreement; No Waiver.
These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or JFEW in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
G. International Issues.
JFEW controls and operates the Service from the U.S., and JFEW makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
H. Investigations; Cooperation with Law Enforcement.
JFEW reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. JFEW may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
I. California Consumer Rights and Notices.
Residents of California are entitled to the following specific consumer rights information. You may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.