10.1 Changes. These Terms are subject to occasional revision,
and if we make
any substantial changes, we may notify you by sending you an e-mail to the last e-mail address
you provided to us (if any), and/or by prominently posting notice of the changes on our Site.
You are responsible for providing us with your most current e-mail address. In the event that
the last e-mail address that you have provided us is not valid, or for any reason is not capable
of delivering to you the notice described above, our dispatch of the e-mail containing such
notice will nonetheless constitute effective notice of the changes described in the notice.
Continued use of our Site following.
(a) Give notice to its users of its policies regarding copyright infringement and the
consequences of repeated infringing activity.
(b) Follow proper notice and takedown procedures. Once a copyright owner provides proper notice
of allegedly infringing material to the OSP, or the OSP discovers such material itself, the OSP
must remove, or disable access to, the material; provide notice thereafter to the individual
responsible for such material; provide such individual with an opportunity to provide proper
“counter-notice;” and comply with applicable procedures thereafter.
(c) Designate an agent to receive notices of infringement from copyright owners (and provide the
Copyright Office with contact information for such agent and make such information available on
See: http://www.copyright.gov/onlinesp/ for the applicable forms and more information. Please
feel free to call or email me with any questions. Notice of such changes shall indicate your
acknowledgement of such changes and agreement to be bound by the
terms and conditions of such changes.
10.2 Dispute Resolution. Please read this Section 10.2
(sometimes referred to
herein as this “Arbitration
Agreement”) carefully. It is part of your contract with Company and affects your rights. It
contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding
other equitable relief as set forth below) in connection with these Terms or the use of any
product or service provided by the Company that cannot be resolved informally or in small claims
court shall be resolved by binding arbitration on an individual basis under the terms of this
Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in
English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries,
affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all
authorized or unauthorized users or beneficiaries of services or goods provided under these
(b) Notice Requirement and Informal Dispute Resolution. Before either party may
party must first send to the other party a written Notice of Dispute (“Notice”) describing the
nature and basis of the claim or dispute, and the requested relief. A Notice to the Company
should be sent to: Clymb Clinical LLC, Attn: General Counsel, 16192 COASTAL HWY, , LEWES, DE
19958. After the Notice is received, you and the Company may attempt to resolve the claim or
dispute informally. If you and the Company do not resolve the claim or dispute within thirty
(30) calendar days after the Notice is received, either party may begin an arbitration
proceeding. The amount of any settlement offer made by any party may not be disclosed to the
arbitrator until after the arbitrator has determined the amount of the award, if any, to which
either party is entitled.
(c) Arbitration Rules. The Federal Arbitration Act governs the interpretation and
Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative
dispute resolution provider. Disputes involving claims, counterclaims, or request for relief
under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most
current version of the Streamlined Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration; all other disputes shall be subject to
JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at
http://www.jamsadr.com/rules-comprehensive-arbitration. JAMS’s rules are also available at
www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the
parties will select an alternative arbitral forum. Each party shall bear its own costs
(including attorney’s fees) and disbursements arising out of the arbitration and shall pay an
equal share of the fees and costs of the ADR Provider.
You may choose to have the arbitration conducted by telephone, based on written submissions, or
in person in the country where you live or at another mutually agreed location. Any judgment on
the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to (i)
enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the
interpretation, applicability, enforceability or formation of this Arbitration Agreement
including, but not limited to, any assertion that all or any part of this Arbitration Agreement
is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and
Company. The arbitration proceeding will not be consolidated with any other matters or joined
with any other cases or parties. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the authority to award
monetary damages and to grant any non-monetary remedy or relief available to an individual under
applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration
Agreement). The arbitrator shall issue a written award and statement of decision describing the
essential findings and conclusions on which the award is based, including the calculation of any
damages awarded. The arbitrator has the same authority to award relief on an individual basis
that a judge in a court of law would have. The award of the arbitrator is final and binding
upon you and us.
(e) Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND
STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You
and Company are instead electing that all disputes, claims, or requests for relief shall be
resolved by arbitration under this Arbitration Agreement, except as specified in Section
(Applicability of Arbitration Agreement) above. An arbitrator can award on an individual
the same damages and relief as a court and must follow these Terms as a court would. However,
there is no judge or jury in arbitration, and court review of an arbitration award is subject
very limited review.
(f) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND
FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON
AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF
IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED
OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that
applicable law precludes enforcement of any of this section’s limitations as to a given dispute,
claim, or request for relief, then such aspect must be severed from the arbitration and brought
into the State or Federal Courts located in the State of Massachusetts. All other disputes,
claims, or requests for relief shall be arbitrated.
(g) 30-Day Right to Opt Out. You have the right to opt out of the provisions of
Agreement by sending written notice of your decision to opt out to: firstname.lastname@example.org,
within thirty (30) calendar days after first becoming subject to this Arbitration Agreement.
Your notice must include your name and address, your Company username (if any), the email
address you used to set up your Company account (if you have one), and an unequivocal statement
that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration
Agreement, all other parts of these Terms will continue to apply to you. Opting out of this
Arbitration Agreement has no effect on any other arbitration agreements that you may currently
have, or may enter in the future, with us.
(h) Severability. Except as provided in Section 10.2(f) (Waiver of Class or Other
Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under
the law to be invalid or unenforceable, then such specific part or parts shall be of no force
and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in
full force and effect.
(i) Survival of Agreement. This Arbitration Agreement will survive the termination
relationship with Company.
(j) Modification. Notwithstanding any provision in these Terms to the contrary, we
agree that if
Company makes any future material change to this Arbitration Agreement, you may reject that
change within thirty (30) calendar days of such change becoming effective by writing Company at
the following address: email@example.com.
10.3 Export. The Site and the Products and Services may be
subject to U.S.
export control laws and may be subject to export or import regulations in other countries. You
agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data
acquired from Company, or any products utilizing such data, in violation of the United States
export laws or regulations.
10.4 Disclosures. The Company is located at the address in
Section 10.8. If
you are a California resident, you may report complaints to the Complaint Assistance Unit of the
Division of Consumer Product of the California Department of Consumer Affairs by contacting them
in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10.5 Electronic Communications. The communications between you
use electronic means, whether you use the Site or send us emails, or whether Company posts
notices on the Site or communicates with you via email. For contractual purposes, you (a)
consent to receive communications from Company in an electronic form; and (b) agree that all
terms and conditions, agreements, notices, disclosures, and other communications that Company
provides to you electronically satisfy any legal requirement that such communications would
satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable
10.6 Entire Terms. These Terms constitute the entire agreement
and us regarding the use of the Site and the Products and Services. Our failure to exercise or
enforce any right or provision of these Terms shall not operate as a waiver of such right or
provision. The section titles in these Terms are for convenience only and have no legal or
contractual effect. The word “including” means “including without limitation.” If any
of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions
these Terms will be unimpaired and the invalid or unenforceable provision will be deemed
modified so that it is valid and enforceable to the maximum extent permitted by law. Your
relationship to Company is that of an independent contractor, and neither party is an agent or
partner of the other. These Terms, and your rights and obligations herein, may not be
subcontracted, delegated, or otherwise transferred by you without Company’s prior written
consent, and any attempted assignment, subcontract, delegation, or transfer in violation of
foregoing will be null and void. Company may freely assign these Terms. The terms and
set forth in these Terms shall be binding upon assignees.
10.7 Copyright/Trademark Information. Copyright © 2023 CLYMB
All rights reserved.
All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the
property of other third parties. You are not permitted to use these Marks without our prior
written consent or the consent of such third party which may own the Marks.
10.8 Contact Information:
- Clymb Clinical LLC
- Attn: General Counsel
- 16192 COASTAL HWY, , LEWES, DE 19958
- Phone: 781-692-3616
- Email: firstname.lastname@example.org