Terms of Service
If you do something that gets us sued, or break any of the promises you make in this agreement, you agree to defend, indemnify, and hold us harmless from all liabilities, claims, and expenses (including reasonable attorneys’ fees and other legal costs) that arise from or relate to your use or misuse of our Products. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to this indemnification clause, in which case you agree that you’ll cooperate and help us in asserting any defenses.
- Limitation of Liability
To the fullest extent permitted by law, in no event will we, our directors, employees, partners, suppliers, or content providers be liable for any indirect, incidental, punitive, consequential, special, or exemplary damages of any kind, including but not limited to damages (i) resulting from your access to, use of, or inability to access or use our Products; (ii) for any lost profits, data loss, or cost of procurement or substitute goods or services; or (iii) for any conduct of content of any third party. In no event shall our liability for direct damages be in excess of (in the aggregate) one hundred U.S. dollars.
- Dispute Resolution and Governing Law
14.1 Arbitration Agreement. You and Morgan Hayes Training agree that any dispute, claim, or controversy arising out of or relating to these Rules or their breach, termination, enforcement, interpretation, or validity, or to the use of the Products (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains 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 intellectual property rights. You acknowledge and agree that you and Morgan Hayes Training are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Morgan Hayes Training otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Rules.
14.2 Arbitration Rules and Governing Law. These Rules are governed by the laws of the State of New York and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. This agreement to arbitrate evidences a transaction in interstate commerce, therefore the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1–800–778–7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
14.3 Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in New York State and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
14.4 Arbitration Location and Procedure. Unless you and Morgan Hayes Training otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Morgan Hayes Training submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
14.5 Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with jurisdiction. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
14.6 Fees. Responsibility for all fees associated with any Disputes will be paid as set forth in the AAA Rules.
14.7 Changes. If Morgan Hayes Training changes this “Dispute Resolution” section after the date you first accepted these Rules (or accepted any subsequent changes to these Rules), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Morgan Hayes Training email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Morgan Hayes Training in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Rules (or accepted any subsequent changes to these Rules).
- Other Points
These Rules and the other material referenced in them are the entire agreement between you and us with respect to our Products. They supersede all other communications and proposals (whether oral, written, or electronic) between you and us with respect to our Products and govern our future relationship. If any provision of these Rules is found to be invalid under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Rules otherwise will remain in full force and effect and enforceable. The failure of either you or us to exercise any right provided for in these Rules in any way won’t be deemed a waiver of any other rights.
These Rules are personal to you. You can’t assign them, transfer them, or sublicense them unless you get our prior written consent. We have the right to assign, transfer, or delegate any of its rights and obligations under these Rules without your consent.