These Terms of Service (“ToS”) govern the contractual relationship between Ralop Technologies LLC, a company governed by the laws of the State of Florida, USA, having its registered office located at 2222 Ponce de Leon Blvd, Miami, FL 33134, USA (hereinafter referred to as the “Service Provider”) and the dental office(s) (the “Client”), hereinafter referred to together as the “Parties” and individually as a “Party”.
These ToS form the agreement between with the Service Provider and the Client, and govern the Client’s use of Service Provider’s Product and Services (both further defined below). The Client hereby agrees to be bound by and to abide by the ToS and accepts to comply with all applicable laws and regulations. If the Client does not accept to be bound by these ToS, the Client shall not be permitted or authorized to use the Product and the Services and the Client is to refrain from accessing the Product and the Services.
The Service Provider reserves the right, in its sole discretion, to modify or replace the ToS. It is the Client’s responsibility to check these ToS periodically for changes. The Client’s continued use of the Product and the Services following the posting of any changes to these ToS will be subject to the newly modified ToS.
1.1 The Service Provider shall provide the Product and Services to the Client, in accordance with the Client’s Subscription Plan (as further defined below). Subject to these ToS, the Service Provider hereby grants the Client with a limited non-exclusive, non-transferable, revocable right to use the Product and Services, during the Term (defined below), and solely for the Client’s business purposes. Should the Client offer the use of the Product to its end-users, the Client shall be solely responsible for ensuring such end-users’ compliance with these ToS.
1.2 The Client shall retain all right, title and interest, including all intellectual property rights in the Client’s data, which shall include but not be limited to any data, code, videos, images, information and other materials pertaining to the Client’s business (“Client’s Data”). The Client’s patients shall retain all right, title and interest in the Patients’ Data at all times (defined below). The Client hereby grants to the Service Provider a limited non-exclusive, royalty-free, worldwide license to use Client’s Data to provide the Product and Services to the Client.
2.1 The Service Provider provides dental offices with the solution of automating specific tasks within their business by affording the Client the option to register and pay for a Subscription Plan (defined below). The tasks which the Service Provider can automate include but are not limited to the (i) completion of online insurance verification forms; (ii) formulation of a response in answer to business reviews left by the Client’s patients on social media platforms; and (iii) onboarding of new patients (the “Services”).
2.2 The Services are provided to the Client through the Service Provider’s cloud-based robot software (the “Product”) remotely or at Client’s premises, in the following manner:
(i) completion of online insurance verification forms – the Product shall automatically log on to the Client’s health care insurance carrier(s) website and populate all required fields on the insurance verification form or on the insurance verification template (“IVT”), with the applicable information. Once the insurance information is verified, the results are provided to the Client by the Service Provider in either an excel sheet, a word or pdf document, with one document being provided per patient. The Product works by copying the relevant information directly from the insurance carrier(s) website on to the insurance verification form or IVT. The Client acknowledges that the information extracted by the Product so as to populate the insurance verification form(s) are not controlled by the Service Provider, and as such, the Service Provider cannot guarantee or warrant the quality, availability, accurateness or reliability of all of the Client’s Data.
(ii) responding to online patient reviews - the Product accesses each review left by the Client’s patient(s) on Google, Facebook, Yelp and/or other social media platforms, and sends out a personal thank you message via email and sms on behalf of the Client. Where the Client’s patient has not left a review, the Product sends a reminder message to the Client’s patient, reminding them to leave a review. The Client shall be responsible for obtaining and providing the relevant account information, usernames and passwords to the Service Provider to enable the performance of the Services; and
(iii) on-boarding of new patients – the Product shall assist the Client with the registration of new patients by automatically sending out personalized forms to each new patient, as well as providing reminders to the Client’s patient to complete and send back the necessary forms.
2.2 The Service Provider in its sole discretion may extend or vary the scope of Services during the Term of these ToS to accommodate the Client’s business needs. These additional services shall be charged to the Client at an additional cost to be determined by the Service Provider, in its sole discretion.
2.3 The Client acknowledges that the Services are delivered via the Product, which is downloaded directly onto the Client’s computer systems or can be accessed directly via a browser on the Client’s computer systems at their dental offices. The Product shall carry out the Services without any interference by the Service Provider and the Service Provider will onlyhave access to the Client’s computer where the software is hosted. The Service Provider shall only access the Client’s computer for maintenance purposes, to update the Client’s systems or to implement new releases of the Product. However, prior to commencing with the Services, the Client agrees to provide the Service Provider with the necessary access to the Client’s computer system for the sole purpose of downloading the Product and setting up the Services. The Client agrees to always ensure that the Client’s computer systems are up and running so as to enable the Service Providerto access and maintain the Client’s computer systems appropriately.
2.4 The Client is solely responsible for (i) obtaining, deploying and maintaining the Client’s computer systems including but not limited to all computer hardware, software, modems, routers and other communications equipment necessary for the Client and the Client’s authorized users to access and use the Product via the Internet; (ii) contracting with a third party internet service provider, telecommunications and other service providers to access and use the Product via the Internet; and (iii) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these ToS, the Service Provider shall not be responsible for supplying any hardware, software or other equipment to the Client.
2.5 For an additional fee of $150 (USD) per insurance carrier, the Service Provider shall create a bespoke insurance verification form to cater for the Client’s business requirements.
2.6 Restrictions on Use. Client covenants that it shall not (i) use the Product in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act, which interferes with or disrupts the Product. Service Provider will not review, or screen data transmitted through the Product in accordance with this Agreement or applicable law. Service Provider shall be under no obligation to review or screen data transmitted through the Product, provided that in addition to any other rights Service Provider may have under this Agreement, Service Provider reserves the right to suspend Client's access to and/or use of the Product and Services to the extent that Service Provider determines, in good faith, that such suspension is necessary to comply with applicable law or to prevent harm to Service Provider, any end user or the Product.
2.7 The Service Provider may change, suspend or discontinue any part or all of the Product and Services, at its sole discretion.
3.1 The Service Provider shall provide the Client with support services, to address any queries and technical issues the Client may have pertaining to the Product and Services, from Monday to Friday between the hours of 09h00a.m to 17h00p.m, Central Standard Time.
4.1 The Services shall be billed on a subscription basis. The Service Provider currently offers the Client a choice of three (3) paid plans on the Service Provider’s website at http://dentalrobot.co (“Website”) that enables the Client to register for the use of the Product and Services (“Subscription Plan”). Each Subscription Plan includes restrictions and requirements that outline the features of the Subscription Plan that the Client will have access to as well as the applicable fee. The features of each Subscription Plans are as follows
(i) Subscription Plan 1 – is for Clients with one dental office and includes a maximum of five (5) Products, unlimited support, Cloud and includes infrastructure.
(ii) Subscription Plan 2 – is for Clients with two dental offices and includes a maximum of five (5) Products, unlimited support, Cloud, collaborative and includes infrastructure.
(iii) Subscription Plan 3 – is for Clients with more than two dental offices and includes unattended Products, unlimited support, Cloud, collaborative, includes infrastructure and parallel Products.
4.2 The Client will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of Subscription Plan the Client selects when purchasing a subscription.
4.3 At the end of each Billing Cycle, the Client’s Subscription Plan will automatically renew under the exact same conditions unless the Client or the Service Provider cancels it, in accordance with these ToS.
4.3 A valid payment method, including credit card or debit card, is required to process the payment for the Client’s Subscription Plan. The Client shall provide the Service Provider with the Client’s full name, business name, address, postal code, telephone number, and a valid payment method. By submitting such payment information, the Client automatically authorizes the Service Provider to charge all Subscription Plan fees incurred to any such payment method.
5.1 The Service Provider may at its sole discretion and at any time, modify the Subscription Plan fees. Any Subscription Plan fee change will become effective at the end of the then-current Billing Cycle. The Service Provider shall provide the Client with a reasonable prior notice of any change in Subscription Plan fees to give the Client the opportunity to terminate the Client’s Subscription Plan before such change becomes effective. The Client’s continued use of the Services after the Subscription Plan fee change comes into effect shall constitute the Client’s agreement to pay the modified Subscription Plan fee amount.
5.2 The Subscription Plan fee includes (i) a setup fee which is payable only once prior to the commencement of the Services, and (ii) a monthly fee which varies according to the Subscription Plan the Client selects.
5.3 The Client shall pay the Service Provider all the associated fees for their selected Subscription Plan on time. Payments are non-refundable except as provided under these ToS.
5.4 The Client shall provide the Service Provider with accurate and complete information to enable a valid payment method. The Client warrants that they are authorized to use their credit card as a payment method and are to notify the Service Provider of any changes to their invoicing address.
5.5 By completing the required registration forms on the Service Provider’s Website, for a specific Subscription Plan, the Client acknowledges and agrees to authorize the Service Provider or its agent to charge the Client’s payment method on a recurring monthly or annual basis for the applicable Subscription Plan fee, any other charges as agreed between the Parties, and any and all applicable taxes, for the Term of these ToS or until termination of these ToS as set forth.
5.6 If the Service Provider does not receive payment from the Client’s verified payment method on the due date, the Client shall pay all amounts due to the Service Provider upon demand. Any amount not paid by the Client to the Service Provider on its due date shall bear interest equal to 1.5% of the unpaid balance per month or the highest rate as permitted under applicable law.
5.7 The Client agrees to notify the Service Provider of any billing queries and errors within thirty (30) days after receipt of their invoice. Should the Client not notify the Service Provider of any billing queries and/or errors, the Client waives their right to dispute such queries and errors at a later date.
5.8 The Service Provider does not guarantee that the Subscription Plans offered on its Website, will be offered indefinitely and reserves the right to change the Subscription Plan fees and to alter the features and options for a particular Subscription Plan.
6.1 Under these ToS, the term “Taxes” shall mean taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a Party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
6.2 All fees for the Subscription Plans, as illustrated on the Service Provider’s Website are exclusive of any and all Taxes.
6.3 The Client shall be responsible for the payment of all Taxes associated with the purchase of the Product and Services and the Client shall not deduct from the payments due to the Service Provider, any Taxes, except as is required by applicable law.
7.1 “Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world.
7.2 To the fullest extent permitted by law, the Service Provider retains ownership in all Intellectual Property Rights in the Product and Services. Upon full payment of the Subscription Plan fees, the Service Provider grants to Client a non-exclusive and non-transferable license to use the Product.
7.3 The Client shall retain sole ownership of all Intellectual Property Rights in connection with any original material Client provides to the Service Provider hereunder, including the Client’s Data for use within the Product. Upon expiration of Client's non-renewed Subscription Plan or upon expiration of the notice of termination, as communicated between the Parties in accordance with Section 14 of these TOS, the Client shall cease using the Product. In no event will the Service Provider be liable for any claims related to or arising from the Client’s improper use of the Product.
7.4 Service Provider is and shall continue to be the sole and exclusive owner of: (i) the Product and Services; (ii) all source code, object code and protocols underlying the Product; (iii) all content and data, except for Client Data, that may be viewed, downloaded, printed, or copied from or by using the Product and Services; and (iv) all Intellectual Property Rights and other proprietary rights in connection with any and all of the foregoing, including inventions, ideas, know-how, processes, methods, algorithms, technology, works of authorship, designs, formulae, research, derivative works, improvements, patentable matters, copyrights, copyrightable works, trademarks, service marks, and all rights and claims related to any and all of the foregoing, and all applications, registrations and other governmental issuances with respect to any and all of the foregoing.
8.1 The Parties are companies incorporated and existing under the laws of the jurisdictions of their respective incorporation.The Parties have the authority and capacity to enter into these ToS and neither Party is under any restriction or obligation that may affect the performance of its obligations under these ToS.
9.1 Unless otherwise listed in these ToS, the Product and Services are provided "as is," with all faults, defects, bugs, and errors.
9.2 Unless otherwise listed in these ToS, the Service Provider does not make any warranty regarding the Product and Services. The Service Provider disclaims to the fullest extent authorized by law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.
10.1 Neither Party will use the other Party's name, logo, or trademarks, or issue any press release or public announcement regarding these ToS, without the other Party's prior written consent, unless specifically permitted under these ToS or required by applicable law.
11.1 Each Party shall comply with all applicable laws relating to the Product and the Services, keep records evidencing its compliance, on the other Party's reasonable request, provide these records of compliance to the other Party, and notify the other Party if it becomes aware of any non-compliance in connection with these ToS.
12.1 “Confidential Information” shall mean the terms and conditions of these ToS, and all information that a Party receives from or on behalf of the other that indicates that it is confidential or proprietary. Notwithstanding the foregoing, in these ToS the term Confidential Information shall mean any and all information relating to the either Party’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by one Party to the other either directly or indirectly in writing, orally or visually.
12.2 Each Party agrees to treat as confidential all Confidential Information of the other Party and shall only use such Confidential Information to exercise its rights or perform its obligations under these ToS. A Party will not be required to maintain the confidentiality of Confidential Information that:
(i) was rightfully in possession of the receiving Party prior to receipt from the other party;
(ii) is rightfully received from a third party without a duty of confidentiality;
(iii) is disclosed by with the other Party's written consent; or
(iv) the recipient is required to disclose by applicable law or court order.
12.3 The obligation under this Section 12 shall survive the termination of these ToS and shall continue indefinitely. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of this Section 12 and that either Party may apply to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach.
13.1 The Client acknowledges that the Service Provider will not have access to the Client’s patient personal data including patients’ Protected Health Information (further defined below) (collectively the “Patients’Data”). All right, title and interest in the Patients’ Data shall belong to and be retained solely by the Client. The Client further acknowledges that the Service Provider only programs the Product to perform the Services on the Client’s computer systems located at the Client’s dental office(s). The Service Provider will not use, store, transmit or otherwise any of the Client’s Data or the Patients’ Data. Neither will the Service Provider store the Patients’ Data on its electronic systems or on the Cloud.
13.2 The Client shall exercise at least the same degree of care as it uses with its own Client Data and Confidential Information, but in no event less than reasonable care, to protect and safeguard the Patients’ Data from misuse and unauthorized access or disclosure, including maintaining adequate physical controls and password protections for any server or system on which the Patients’ Data is stored, ensuring that the Patients’ Data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted, and taking any other measures reasonably necessary to prevent any use or disclosure of the Patients’ Data other than as allowed under these ToS. The Client is responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the authorized user to which it was issued. The Client is solely responsible for any and all access and use of the Product that occurs using the Client’s logins and passwords. The Service Provider shall have no liability for any loss or damage arising from the Client’s failure to comply with the terms set forth in this Section 13.2.
13.4 In the event that the Client creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information ("PHI") in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations ("HIPAA") and otherwise meets the definition of Business Associate as defined in the HIPAA Privacy Standards (45 CFR Parts 160 and 164), the Client warrants to:
(i) recognize that the Health Information Technology for Economic and Clinical Health Act of 2009 and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to the Client;
(ii) not use or further disclose the PHI, except as permitted by law;
(iii) not use or further disclose the PHI in a manner that would violate the requirements of HIPAA;
(iv) use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by these ToS;
(v) comply with each applicable requirements of 45 C.F.R. Part 162 when Client transmits any PHI for storage purposes; and
(vi) ensure that any of Client’s members, employees, contractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions.
13.5 The Client warrants that the Client’s collection and use of any Patients’ Data complies with all applicable data privacy and protection laws, rules, and regulations.
14.1 These ToS shall begin on the date the Client subscribes to the Subscription Plan and shall continue for a period of twelve (12) months or until terminated in accordance with this Section 14.
14.2 Either Party shall have the right to terminate these ToS thereunder by giving two (2) months written notice to the other Party. In the event of such termination prior to the completion of the Services, the Client shall pay the Service Provider the Subscription Plan fees due under these ToS with respect to the Services completed through the date of termination. The Service Provider reserves the right to terminate these ToS immediately in the event the Client is found to be in breach of the terms of these ToS.
14.3 Either Party shall have the right to terminate these ToS thereunder by giving two (2) months written notice to the other Party. In the event of such termination prior to the completion of the Services, the Client shall pay the Service Provider the Subscription Plan fees due under these ToS with respect to the Services completed through the date of termination. The Service Provider reserves the right to terminate these ToS immediately in the event the Client is found to be in breach of the terms of these ToS.
14.4 The use of the Product and Services under these ToS will terminate upon delivery of a written notice by either Party to the other Party upon the following: (i) the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other Party; (ii) the making of an assignment for the benefit of creditors by the other Party; or (iii) the death or dissolution of the other Party.
14.5 Subject to Section 5, on termination or expiration of these ToS, each Party's rights and obligations under these ToS will cease immediately.
14.6 The Service Provider may temporarily suspend the Product and Services in the event that (i) the Client’s payment method is not verified or inaccurate; (ii) the Client has failed and/or neglected to pay the Service Provider all the associated fees for their selected Subscription Plan on time and/or (iii) the Service Provider suspects the Client is engaged in any unauthorized conduct. The Client acknowledges and agrees that the Service Provider shall not be liable to the Client, or any of its authorized users if the Service Provider exercises its suspension rights as permitted under these ToS. The Service Provider shall in their sole discretion and reasonable satisfaction reinstate the Product and the Services upon determining that the Client has rectified any error in their payment method; made payment of the outstanding Subscription Plan fees including any interest due; and/or ceased the unauthorized conduct leading to the temporary suspension.
15.1 The Client shall indemnify and hold harmless the Service Provider from and against any liability or expense arising from a third party claim based on: (i) any negligence of the Client; (ii) the use or misuse of the Product by the Client or an authorized user given access to the Product by the Client; (iii) violation of these ToS by the Client or an authorized user; (iv) infringement of any intellectual property or other right of any person or entity by the Client or an authorized user; (v) a claim that the Client’s data and information infringes, misappropriates or violates any third party’s intellectual property rights. The Service Provider shall indemnify and hold harmless the Client from and against any liability or expense arising from a third party claim based on any Negligence of the Service Provider. “Negligence” shall mean gross negligence or intentional misconduct.
15.2 In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying party of the claim, (ii) provide the indemnifying party with reasonable cooperation and assistance, at the indemnifying party’s expense, to defend such claim; and (iii) allow the indemnifying party the opportunity to assume the control of the defense and settlement of such claim. The indemnified party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying party must obtain the prior written approval from a duly authorized signatory of the indemnified party prior to entering into any settlement affecting the indemnified party’s rights.
16.1 The Service Provider’s cumulative liability under these ToS shall in no event exceed the amounts paid to the Service Provider by the Client for the Product and the Services giving rise to such claim during the prior twelve (12) month period.
16.2 EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 12 (CONFIDENTIALITY) OR SECTION 13 (DATA PROTECTION) OR SECTION 15 (INDEMNITY) A PARTY’S LIABILITY UNDER SECTION 16, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER FOR BREACH OF CONTRACT OR TORT, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES OR LIABILITY (INCLUDING WITHOUT LIMITATION, ANY DAMAGES, COSTS, EXPENSES OR LIABILITY THAT ARE INCURRED BY A PARTY DUE TO LOST DATA, LOST REVENUES, LOST PROFITS, LOST CLIENTS, LOSS OF GOODWILL, REPLACEMENT COSTS OR LOSS OF ACCESS TO THE SERVICES).
The Parties are independent contractors under these ToS and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither Party intends these ToS to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties. These ToS is not intended to create a third-party beneficiary of any kind. You must not represent to any third party that it has any right to bind us in any manner and you will not to make any representations or warranties on behalf of us.
If a court holds that any provision of these ToS is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from these ToS. The change will affect neither the validity of the amended provision nor the validity of any other provision of these ToS, which will continue in full force and effect.
A Party’s failure or delay in enforcing any provision of these ToS will not operate as a waiver of the right to enforce that provision or any other provision of these ToS at any time. A waiver of any provision of these ToS must be in writing, specify the provision to be waived and signed by the Party agreeing to the waiver.
A Force Majeure event means any delays in or failure of performance of either Party, or any event beyond a Party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by our vendors, fire, flood, explosion, strikes or work stoppages, inability to obtain equipment or transportation, breakage or failure of equipment, loss of any necessary utility, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors.
Neither Party is liable for delays or failures to perform any of its obligations under these ToS to the extent caused by a Force Majeure Event.The time for performance so delayed will be deemed extended for the period of such delay. This Section 18.4 shall not excuse Client from making any payments to Service Provider required under this Agreement.
The Client agrees that these ToS shall supersede all prior agreements and may be modified by the Service Provider at its sole and exclusive discretion.
Neither these ToS nor any rights under these ToS may be assigned or otherwise transferred by the Parties, whether voluntarily or by operation of law, without the prior written consent of the Service Provider. Subject to the foregoing, these ToS will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.
The Parties hereto will use their reasonable best efforts to resolve any dispute hereunder through good faith negotiations. A Party hereto must submit a written notice to any other Party to whom such dispute pertains, and any such dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the Parties may agree) will be submitted to an arbitrator selected by mutual agreement of the Parties. In the event that, within fifty (50) days of the written notice referred to in the preceding sentence, a single arbitrator has not been selected by mutual agreement of the Parties, a panel of arbitrators (with each party to the dispute being entitled to select one arbitrator and, if necessary to prevent the possibility of deadlock, one additional arbitrator being selected by such arbitrators selected by the parties to the dispute) shall be selected by the Parties. Except as otherwise provided herein or as the Parties to the dispute may otherwise agree, such arbitration will be conducted in accordance with the then existing rules of the American Arbitration Association. The decision of the arbitrator or arbitrators, or of a majority thereof, as the case may be, made in writing will be final and binding upon the parties hereto as to the questions submitted, and the Parties will abide by and comply with such decision; provided, however, the arbitrator or arbitrators, as the case may be, shall not be empowered to award punitive damages. Unless the decision of the arbitrator or arbitrators, as the case may be, provides for a different allocation of costs and expenses determined by the arbitrators to be equitable under the circumstances, the prevailing Party or Parties in any arbitration will be entitled to recover all reasonable fees (including but not limited to attorneys' fees) and expenses incurred by it or them in connection with such arbitration from the non-prevailing Party or Parties.
The Parties’ respective obligations under these ToS are non-exclusive and nothing herein is intended to restrict Client as to the purchase, resale or use of any other company’s services, even if such services are similar to the Product and the Services provided by the Service Provider hereunder. Nothing herein is intended to limit the Service Provider’s right to offer its Product and the Services to other clients, even if such clients compete with the Client.
These ToS may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of these ToS by electronic transmission or any other reliable means shall be effective for all purposes as delivery of a manually executed original counterpart. Either Party may maintain a copy of these ToS in electronic form.
Except as otherwise provided under these ToS, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to email@example.com.
In accordance with Section 17.7 of These ToS, the present TOS and any dispute or claim arising out of or in connection with the TOS or TOS’ subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the State of Florida, USA and the Parties irrevocably submit to the exclusive jurisdiction of the arbitration courts attached to the Miami's International Commercial Arbitration Court.
These ToS represents the entire agreement between the Parties relating to the subject matter hereof. These ToS alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
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