Users can access either the USP website (located at https://usp.io/) or the USP Investor Portal (the address of which shall be provided upon launch, which is March 1st, 2023, and will also be known throughout this agreement as the “App” or the “Portal”), through a web application provided by United States Property Inc. (“USP” or “USP” or “we” or “us” or “our”).
The Services provided by the Portal include the ability for users to (i) store digital assets (USP tokens, or “USP”); (ii) purchase digital assets (USP tokens, or “USP”); (iii) view information and addresses that belong to digital asset networks and broadcast transactions; (iv) sell digital assets (USP tokens, or “USP”) to other users from within the Portal; and (v) any other additional features that USP may include in the Portal in the future (collectively, the “Services”).
USP has created these Terms of Service (the “Terms”) to outline the rules that govern your use of all versions of the Portal and the Services. You can find these terms and other details about the Portal at https://usp.io/terms (the “Site”).
Acknowledgment of Terms and Conditions.
By creating an account, accessing the Portal, or using any of the Services, you agree to abide by these Terms. If you do not consent to these Terms, you cannot use or access the App or the Services.
If you are a resident of the United States or Canada, you are acknowledging that you have read, understood, and accepted the USP Investor Portal Arbitration Agreement included in Appendix 1 of these Terms. By accepting the USP Investor Portal Arbitration Agreement, both parties agree to resolve any disputes through binding arbitration or small claims court, rather than through a court of general jurisdiction. You also agree to resolve disputes individually, and waive your right to participate in a class action lawsuit. Your right to a trial by jury may also be waived to the extent permitted by law. For more details, please refer to the “Dispute Resolution, Arbitration Agreement, Class Action Waiver, and Jury Trial Waiver” section in these Terms.
Furthermore, we advise you to carefully review the “Limitation of Liability” and “Warranty Disclaimer” sections included in these Terms.
Privacy Policy Explained.
For details regarding the collection, use, and disclosure of information from Portal users, please review the USP Privacy Policy available at https://usp.io/privacy/.
As a non-EEA resident, you acknowledge and consent that your use of the Services is governed by the Privacy Policy. You additionally agree that we may collect, use, and/or disclose your information, including any personal data provided by you, in accordance with the Privacy Policy.
Changes to USP Terms or Provided USP Services.
We reserve the right to modify these Terms at our discretion, and we may do so without prior notice. If any changes are made, we will notify you by posting the modified Terms on the Site, providing notice through the Portal, or utilizing other reasonable methods of communication. The modified Terms will become effective upon being posted on the Site, and it is important that you review them whenever we make changes. If you continue to use the Services after modifications have been made, it indicates your agreement to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, you must cease using the Services.
Since our Services are subject to change, we reserve the right to modify or discontinue all or any part of the Services without notice, at our sole discretion.
Eligibility.
To use the Services, you must be at least 18 years old and not prohibited by law from doing so. It is your responsibility to comply with the Terms and refrain from using the Services if prohibited by applicable law.
Understanding Registration and Protecting Your Personal Information.
To use the Services, you must create an Account through the Portal and keep your Account credentials confidential. If you suspect unauthorized access to your Account or any security breach, such as cyber-attacks, fraud or attempted fraud, you must immediately notify USP Support at https://usp.io/resources/get-support/ or by emailing support@USP.io and provide accurate information.
All activities that are carried out using your Account, including those that you are not aware of, are your responsibility. We may suspend or terminate your Account if you fail to meet the Account registration requirements, provide incomplete or inaccurate information, or violate these terms.
It’s crucial that you keep your Account credentials and cryptocurrency wallet Private Key safe and secure, as you are solely responsible for their retention and security. Your Private Key is the only means to access the USP linked to your Account, and anyone with access to it can also access your USP.
In the event that you lose your recovery phrase, you will be unable to access your cryptocurrency on the Portal. Please note that USP does not store and is not responsible for the security of your Private Key. Therefore, you acknowledge and agree that USP and its affiliates will not be held liable for any losses resulting from the loss of your Private Key. You accept full responsibility for the security and retention of your Private Key and agree that USP and its affiliates will not be held liable if you lose your Private Key and are unable to access your USP holdings.
If you experience a loss or theft of your private key, it’s essential to notify USP Support immediately at https://usp.io/resources/get-support/ or by emailing support@USP.io. You should describe the incident accurately and provide up-to-date information throughout the process. USP will perform a risk assessment to determine if any further action is necessary. If we find that your Account has been compromised and/or there is a reasonable suspicion of fraud or attempted fraud, USP Support may freeze or suspend activity on your Account until the issue is resolved.
User Feedback.
We value your thoughts and insights, and we are open to receiving feedback, comments, ideas, and suggestions for the betterment of our Services (“Feedback”). You can share your Feedback with us through our support page at https://usp.io/resources/get-support/ or by reaching out to us on Twitter at https://twitter.com/USP_official. By providing us with Feedback, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, fully-paid, worldwide, perpetual, irrevocable license under any intellectual property rights you own or control to use, copy, modify, create derivative works from, and exploit the Feedback for any purpose.
Ownership And Control Of User Generated Content.
The digital assets held in your Account are owned and controlled solely by you. As such, you assume all risk of loss associated with these assets. USP will not be held liable for any loss or fluctuations in value related to your use of the Portal.
Who Owns User Generated Content.
In these Terms, “Content” refers to various forms of media such as text, graphics, images, music, software, audio, video, works of authorship, and information that are accessible through the Services. “User Content” refers to any Content that is uploaded or submitted by Account holders, including yourself. “USP Content” refers to all Content other than User Content. It should be noted that Content includes, but is not limited to, User Content.
It is acknowledged that through the use of the Services, there is no transfer of assets to USP or its affiliates. USP does not claim any ownership rights in any User Content, and nothing within these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.
USP and its licensors hold exclusive ownership of all rights, titles, and interests in the Services and USP Content, including related intellectual property rights, subject to the foregoing provisions. You recognize that copyright, trademark, and other laws of the United States and foreign countries protect the Services and USP Content. You agree not to remove, change, or conceal any notices of proprietary rights, including copyright, trademark, service mark, or any other proprietary rights accompanying or incorporated in the USP Content or the Services.
Rights In Content Granted By The User.
To enable the operation and provision of the Services, you authorize us with a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, copy, distribute, modify, display, and perform the User Content that you upload, submit, store, send, or receive on the Portal or through our Services. The license granted is solely for the purpose of operating and providing the Services. Further details regarding your privacy and how we utilize User Content are available in the Privacy Policy.
By submitting User Content, you represent and warrant that you have the necessary rights and authority to do so and that the User Content, or any part thereof, does not violate or infringe the intellectual property rights or any other rights of any third party.
It is understood that in some cases, if you delete your User Content, some of the content may not be fully removed, and copies of the content may remain on the Services. It is important to note that USP is not responsible for the removal, deletion, or failure to remove or delete any of your User Content.
Rights in Content Granted by USP.
Provided that you abide by these Terms, you have permission to use the Services to view, copy, download, display, and print the Content solely for the purposes permitted by these Terms. This permission is limited, non-exclusive, non-transferable, and non-sublicensable.
Rights in Portal, Site and Services Granted by USP.
We take the proprietary nature of the Portal, the Site, and Services seriously. Therefore, you must use them only in strict compliance with these Terms. USP and its licensors retain all proprietary rights to the Portal, the Site, and Services. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Portal and the Site solely for the purpose of using the Services in accordance with these Terms.
Fees And Payments.
It is possible that we will require payment for certain Services that we offer to you, either in full or in part. We reserve the right to modify these fees as we see fit. When you use a Service, we will inform you of any fees that may be required. Additionally, you may be charged fees by third-party providers for accessing their linked services. Depending on where you are located, you may also be required to pay fees to USP or one of its affiliates.
Acceptable Use and Enforcement.
When using the Services, you agree not to engage in any of the following activities:
- Violating, misappropriating, or infringing on the rights of USP, our users, or any other person or entity, including privacy, publicity, intellectual property, or other proprietary rights;
- Conducting any illegal or defamatory activities, or engaging in behavior that is threatening, intimidating, or harassing towards others;
- Impersonating another person or entity, or breaching any duty or rights of any person or entity, including rights of publicity, privacy, or trademark;
- Sending illegal or impermissible communications, such as bulk messaging, auto-messaging, auto-dialing, or similar practices;
- Attempting to avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content;
- Falsifying or disguising your location through IP proxying or other methods;
- Interfering with, or attempting to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Violating any applicable law or regulation;
- Encouraging or enabling any other individual to engage in any of the above activities.
We are not obligated to monitor any User Content, but we reserve the right to remove any User Content at our discretion and without notice for any reason. By using the Services, you acknowledge that you may come across User Content that is offensive, indecent, or objectionable. We are not responsible for any User Content and assume no liability for any loss or damage to your User Content.
You must follow all applicable laws, including those related to export restrictions, antiterrorism, and economic sanctions. If downloading the Portal or using the Services would violate any laws or regulations, including those established by the United Nations Security Council, Singapore, the United Kingdom, or the United States, you are not allowed to do so. This includes prohibitions against dealing with sanctioned individuals or entities identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control, as well as individuals or entities located in jurisdictions subject to comprehensive sanctions. You are responsible for ensuring compliance with any national, provincial, federal, state, municipal, or local laws and regulations that apply to you.
Third-Party Materials.
The Services and Portal may provide links to third-party services, DEXs, and Dapps (collectively, “Third Party Materials”). These Third Party Materials are provided for your convenience only and we do not have control over their content. We do not endorse or recommend any Third Party Materials and are not responsible for the availability, legitimacy, content, products, services, or assets on or accessible from those Third Party Materials (including any related websites, resources, or links displayed therein). You are solely responsible for any fees or costs associated with accessing such Third Party Materials. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by you as a result of your use of any such Third Party Materials accessed through the Services.
We want to make it clear that we do not make any guarantees or promises, either express or implied, regarding any Third Party Materials that may be linked on our Portal or through the Services. We do not endorse or recommend any third-party services, DEXs, or Dapps, and we are not responsible for any content, products, services, or assets on or accessible from those Third Party Materials, including any related websites or links displayed therein. We are not responsible for any fees or costs associated with accessing such Third Party Materials.
We want you to be aware that using any Third Party Materials may involve risks, including the risk of illiquidity, devaluation, lockup, or loss, and that you assume all risks and liabilities that may arise from your use of any Third Party Materials. We want to emphasize that USP and its affiliates will not be held liable for any damage caused by any Third-Party Materials. Therefore, we strongly advise that you exercise caution when linking your Wallet with any Third-Party Materials or otherwise providing any third-parties with access to your Portal.
Termination Of User Accounts.
We reserve the right to terminate or suspend your use of the Services, at our sole discretion, without any prior notice to you. You may choose to cancel your Account at any time by contacting USP Support via https://usp.io/resources/get-support/ or emailing support@USP.io.
If we terminate or suspend your use of the Services, you must immediately stop using the Portal, Site, Services, and Content. All licenses and rights granted to you under these Terms will immediately terminate upon such termination, discontinuation, or cancellation. However, certain provisions, including but not limited to Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal (except for the subsection “Rights in Content Granted by USP”), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, Arbitration Agreement, Class Action Waiver, and Jury Trial Waiver, and General Terms, will continue to survive even after termination.
Warranty Disclaimers.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE PORTAL, SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USP SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. USP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SERVICE INTERRUPTIONS MAY CAUSE YOU TO BE SIGNED OUT OF YOUR ACCOUNT AND REQUIRE YOU TO RE-ENTER YOUR CREDENTIALS TO GAIN ACCESS. USP MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.
Indemnification.
You agree that you will indemnify and hold harmless USP and its affiliates, officers, directors, employees, advisors, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, (iii) Third Party Materials, or (iv) your violation of these Terms.
Limitation of Liability.
Using the Services and Content is solely at your own risk, and you assume full responsibility for satisfactory quality, performance, accuracy, and effort. The Portal, Site, and Services are provided on an “as-is” and “as-available” basis, without any representation or warranty, whether express, implied, or statutory. USP disclaims any express or implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by applicable law. USP does not guarantee that access to the Services or any of the materials contained therein will be continuous, uninterrupted, timely, or error-free. Service interruptions may require you to sign back in and re-enter your credentials to regain access to your account. USP does not make any warranties as to the results that may be obtained from using the Services, or as to the accuracy or reliability of any information obtained through the Services.
USP assumes no responsibility or liability for the quality, performance, accuracy, or availability of third-party services, websites, applications, or resources, nor does it endorse or make any warranties or representations about their suitability, privacy, or security. Your use of such services is at your sole risk, and you acknowledge and assume all risks, including the risk of loss of assets. USP will not be held liable for any damages or losses arising from the use of third-party services accessed through the Portal, Site or Services, including Dapps. You should use caution and exercise due diligence before using or trading on any third-party service.
Please note that certain jurisdictions may not permit the limitation of liability for personal injury or incidental or consequential damages. Therefore, the following limitation may not apply to you. In no event shall USP be liable to you for any damages, except as required by applicable law in cases involving personal injury, and USP’s total liability for all such damages shall not exceed the amount of one hundred US dollars ($100.00 USD) or its equivalent in the local currency of the applicable jurisdiction.
Conflict Resolution: Dispute, Arbitration, Class Action, and Jury Waivers.
In the event of a dispute between you and USP, you are required to first reach out to USP Support through our Support page at https://usp.io/resources/get-support/. If USP Support is unable to resolve your dispute, you agree to adhere to our Formal Complaint Process.
During the Formal Complaint Process, USP will review your complaint and attempt to resolve it in a timely and fair manner. You agree to provide any additional information or documentation requested by USP during the process. If USP is unable to resolve your complaint to your satisfaction, you may initiate arbitration in accordance with our Arbitration Agreement. However, you agree to complete the Formal Complaint Process before filing an arbitration demand. This requirement helps ensure that we have an opportunity to address and resolve any issues or concerns you may have before resorting to formal dispute resolution procedures.
Disputes With Residents Of United States And Canada.
If a disagreement arises between you and USP, you must first try to resolve the issue by contacting USP Support through our dedicated Support page (https://usp.io/resources/get-support/). If this doesn’t lead to a resolution, you agree to follow our Formal Complaint Process. This process involves submitting a complaint form, or sending a written complaint via mail to our address at 750 N Diamond Bar Blvd Suite 188, Diamond Bar, CA 91765, including detailed information about your complaint and any relevant support ticket numbers. The Formal Complaint Process is completed when USP responds to your complaint, or after 60 business days from the date we receive your complaint, whichever occurs first. Only after completing the Formal Complaint Process can you file an arbitration demand if necessary.
For illustrative purposes only, here is a brief overview of certain terms of the USP Investor Portal Arbitration Agreement:
- Disputes will be resolved on an individual basis, which means you are giving up your right to pursue a class action against USP. However, in the case that either you or USP brings a coordinated group of arbitration demands with other claimants, you and we agree that the American Arbitration Association (AAA) will group your or our arbitration demand with up to 100 other claimants to improve the efficiency and resolution of these claims.
- Some disputes must be determined in a court of law, including (1) any assertion that the class action waiver is unenforceable, (2) any disagreement about the payment of arbitration fees, (3) any disagreement regarding whether you have completed the requirements for arbitration (such as utilizing the support and Formal Complaint processes), and (4) any disagreement about which version of the USP Investor Portal Arbitration Agreement applies.
If a dispute is brought before a court that does not fall into one of the above four categories, either you or USP may ask the court to mandate arbitration. If the court orders arbitration, the winning party in the motion to compel may seek to recover their reasonable attorneys’ fees and costs.
Disputes With Non-U.S. And Canada Residents.
Please note that if you are not a resident of the United States or Canada, you are not subject to the Arbitration Agreement outlined above. If you have any claims related to or arising from our Terms, Services, or our company, you have the option to resolve them through a court that has appropriate jurisdiction.
General Terms.
These Terms constitute the complete and exclusive agreement between USP and you concerning the Portal, Services, and any Content, and they replace any previous oral or written agreements or understandings between USP and you relating to the same. If any part of these Terms is found to be invalid or unenforceable (whether by an arbitrator appointed under the USP Investor Portal Arbitration Agreement or a court of competent jurisdiction), that part will be enforced to the fullest extent permitted by law, and the remaining provisions of these Terms will continue to be binding.
You are not allowed to transfer or assign these Terms, whether by legal means or otherwise, without obtaining our written consent beforehand. If you attempt to transfer or assign these Terms without our consent, your attempt will be deemed invalid and ineffective.
USP has the right to assign or transfer these Terms without any limitation. These Terms will be binding upon and benefit both parties, as well as their permitted assigns and successors, subject to the aforementioned provision.
We will provide any notices or communications under these Terms, including any modifications to these Terms, by posting them on the Site or in the Portal, or through other electronic communication. By agreeing to these Terms, you consent to receive all communications, including agreements, documents, notices, and disclosures related to your Account and use of the Services, in an electronic format.
The laws of the state of California in the United States will govern these Terms and any dispute or action arising out of or related to these Terms, without giving effect to any conflict of laws principles that may require the application of the laws of another jurisdiction.
Please be aware that failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision. Any waiver of a right or provision must be in writing and signed by an authorized representative of USP in order to be effective. The exercise of any remedy under these Terms will not affect other remedies available to either party, unless expressly stated otherwise in these Terms.
Please note that these Terms have been drafted in the English language (U.S.). While translations may be provided for your convenience, in the event of any conflict between the translated version and the English version of our Terms, the English version will take precedence.
USP Contact Information.
If you have any inquiries about the Terms or Services provided by USP, please don’t hesitate to get in touch with us. You can reach out to us via email at support@USP.io, or by visiting our website at https://usp.io/resources/get-support/. We’re always here to help and answer any questions you may have.
APPENDIX 1: USP INVESTOR PORTAL ARBITRATION AGREEMENT.
1. Applicability of Arbitration Agreement.
In accordance with the Arbitration Agreement found in the USP Investor Portal, both you and USP have agreed that any disputes or claims related to your use of the Portal, Services, or USP’s Terms of Service will be resolved through binding arbitration, with a couple of exceptions. These exceptions include small claims court claims that can be asserted by either party, and equitable relief for intellectual property infringements that can be sought by either party in court. It’s important to note that this agreement applies to all disputes, including those that may have arisen prior to the effective date of the USP Terms of Service.
It’s worth noting that this Arbitration Agreement applies not only to disputes that arise during the term of the ToS, but also those that may have arisen prior to the existence of the ToS or any previous versions of it, as well as claims that may come up after the ToS has been terminated. Additionally, if a capitalized term is used in this agreement without being defined, its meaning will be assigned according to what is outlined in the ToS.
2. Waiver Of Right To Jury Trial.
By accepting the terms of the Arbitration Agreement, you and USP are waiving your right to a trial in front of a judge or jury, as well as any constitutional and statutory rights to sue in court. This means that all Disputes, with some exceptions mentioned in the section titled “Applicability of Arbitration Agreement” above, will be resolved through arbitration instead. It’s important to note that arbitration doesn’t involve a judge or jury, and any court review of an arbitration award is limited in scope.
3. Waiver of Class Action and Other Non-Individual Relief.
According to the agreement between you and USP, any claims brought against each other must be individual in nature and cannot be part of a collective or representative action. You are not entitled to have disputes heard on a mass action basis, and only individual relief is available. Disputes involving multiple users or customers cannot be combined or arbitrated with those of any other user or customer. It’s worth noting that this agreement does not apply to the exceptions outlined in Section 8.
Under this Arbitration Agreement, the arbitrator can only provide declaratory or injunctive relief to the individual party seeking relief. The relief granted will be based on the extent necessary to address the party’s specific claim. However, it’s important to note that this provision does not change anything in Section 8, which is called “Batch Arbitration.”
If a court makes a final decision that the limitations in the “Waiver of Class and Other Non-Individualized Relief” section are invalid or unenforceable for a particular claim or request for relief, such as public injunctive relief, then you and USP agree to have that specific claim or request litigated in state or federal courts located in California, even if this Arbitration Agreement states otherwise. All other disputes that aren’t severed will either be arbitrated or litigated in small claims court. It’s important to note that this section doesn’t prevent you or USP from participating in a class-wide settlement of claims.
4. Rules, Procedures For Raising Disputes, And Forum.
The Terms of Service states that the transaction involves interstate commerce. Therefore, despite any other provision in the agreement regarding the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will be responsible for interpreting and enforcing this Arbitration Agreement and any arbitration proceedings. The American Arbitration Association (AAA) will administer the arbitration in accordance with their Consumer Arbitration Rules, which are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. These rules will apply unless they’re modified by this specific Arbitration Agreement.
To initiate arbitration, you must provide the other party with a Request. The Request should include: (1) your contact information including name, mailing address, email address, and any associated usernames and wallet addresses; (2) a statement outlining the legal claims being made along with the facts behind those claims; (3) an accurate calculation of the amount in question in U.S. dollars and a description of the remedy you’re seeking; (4) confirmation that you’ve completed the Formal Complaint Process stated in the ToS or an explanation for why you haven’t done so if you’re making the Request; and (5) proof of payment for any necessary filing fees related to the arbitration. If you’re initiating arbitration, be sure to send USP a copy of your Request through their registered agent for service of process or by emailing them at support@USP.io.
If the party requesting arbitration has legal representation, the Request should include counsel’s name, telephone number, mailing address and email address. Counsel must sign the Request and certify that to the best of their knowledge and belief, after a reasonable inquiry under the circumstances: (1) the Request is not being presented for any improper purpose such as harassment or unnecessary delay; (2) claims, defenses, and other legal contentions are warranted by existing law or nonfrivolous arguments for extending, modifying or reversing existing law or establishing new law; and (3) factual and damages contentions have evidentiary support or will likely have such support after further investigation or discovery. By signing the Request, counsel confirms their certification.
Unless the Batch Arbitration process outlined in section 8 is invoked or you and USP agree otherwise, the arbitration will be held in the county where you reside. The arbitrator may allow for a limited exchange of information between the parties, subject to AAA Rules and appropriate for an expedited arbitration proceeding. If the AAA is unavailable, an alternative arbitral forum will be selected by both parties. Any fees and costs related to AAA proceedings will be your sole responsibility as specified by applicable AAA Rules.
Both you and USP have agreed that all materials and documents exchanged during the arbitration proceedings will be kept confidential and will not be shared with anyone except for the parties’ attorneys, accountants, or business advisors. However, those individuals must agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
5. Selecting An Arbitrator.
The arbitrator will be chosen from the American Arbitration Association’s (AAA) roster of consumer dispute arbitrators and must either be a retired judge or an attorney licensed to practice law in California. If the parties cannot agree on an arbitrator within 35 business days of receiving the Request, then the AAA will appoint one in accordance with their rules. However, if section 8’s Batch Arbitration process is triggered, the AAA will appoint an arbitrator for each batch.
6. Authority Of The Selected Arbitrator.
The arbitrator will have the exclusive authority to resolve any dispute, including those related to the interpretation or application of the Arbitration Agreement, unless it falls under one of four exceptions. These exceptions include disputes arising from the “Waiver of Class and Other Non-Individualized Relief” section, disputes about the payment of arbitration fees (except in cases of batch arbitration), disputes about whether either party has satisfied any condition precedent to arbitration, and disputes about which version of the Arbitration Agreement applies. All four of these exceptions will be decided by a court of competent jurisdiction rather than an arbitrator.
The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as provided in the “Batch Arbitration” section. The arbitrator has the power to grant motions dispositive of all or part of any dispute and will issue a written award and statement of decision outlining the essential findings and conclusions on which the award is based, including any damages awarded. The arbitrator’s decision is final and binding on both parties, and judgment on the arbitration award may be entered in any court with jurisdiction.
In making an award of damages, the arbitrator must follow the “Limitation of Liability” section of the ToS.
7. Associated Attorney Fees and Costs.
During arbitration, the parties involved will be responsible for paying their own attorneys’ fees and costs unless the arbitrator determines that the substance of the dispute or the relief sought in the request was frivolous or brought for an improper purpose. In such cases, the prevailing party may be awarded reasonable costs, necessary disbursements, and reasonable attorneys’ fees.
If either party needs to take legal action to compel arbitration, then the prevailing party in that action will have the right to collect its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. Additionally, if there is any court action relating to whether either party has satisfied any condition precedent to arbitration, then the prevailing party in that action is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
8. Batch And Non-Individual Arbitration.
To streamline the administration and resolution of arbitrations, you and USP agree that if one hundred (100) or more individual Requests with a substantially similar nature are filed against USP by the same law firm, group of law firms, or organizations within thirty (30) days (or as soon as possible thereafter), AAA will take the following steps:
- Administer the arbitration demands in batches of 100 Requests per batch (with any remaining Requests to be included in a final batch).
- Appoint one arbitrator for each batch.
- Consolidate all batches into a single arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) at a location determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties involved agree that Requests are considered to be of a “substantially similar nature” if they pertain to the same factual scenario or event, raise the same legal issues, and seek identical relief. If there is any disagreement regarding the application of the Batch Arbitration process, the party in disagreement shall notify AAA. AAA will then appoint a sole standing arbitrator (“Administrative Arbitrator”) to determine whether or not the Batch Arbitration process applies. In order to expedite this resolution, both parties agree that the Administrative Arbitrator may establish procedures necessary for prompt dispute resolution. USP will cover all fees associated with the Administrative Arbitrator’s services.
Both you and USP have agreed to work in good faith with AAA to implement the Batch Arbitration process, which includes paying a single filing and administrative fee for each batch of Requests. Additionally, both parties will take necessary steps to reduce the time and costs associated with arbitration. These steps may include appointing a discovery special master to assist the arbitrator in resolving any discovery disputes and adopting an expedited calendar for the arbitration proceedings.
It is important to note that this Batch Arbitration provision should not be interpreted as authorizing any type of class, collective, or mass arbitration or action. Likewise, arbitration involving joint or consolidated claims is not authorized under any circumstances unless expressly stated in this provision.
9. Modification To Arbitration Agreement.
If we ever modify the Arbitration Agreement, you will be able to access such changes on our Site. If you accept and continue using any of the products or services offered on our Site after these updates have been posted, it indicates that you are in agreement with all modifications made to this Arbitration Agreement.
10. Severability Of Clauses Within Arbitration Agreement.
If any clause of this arbitration agreement is deemed invalid or unenforceable due to a rule, law, or regulation from a local, state, or federal agency, that provision will be amended to reach its purpose with the highest success attainable under applicable laws. The validity or enforceability of the other clauses in this Arbitration Agreement shall remain unaffected.
