Terms of Service of BridgePort™
Bridgeport Financial Technology, Inc. (the “Company” or “Bridgeport“) provides its services (described below) to you through its BridgePort® website and mobile applications platform (“BridgePort” or the “Platform“) and related services (collectively, such services, including any new features and applications, and the Platform, the “Services“), subject to the following Terms of Service (as amended from time to time, collectively, the “Terms of Service” or “Terms“). For purposes of the following Terms of Service, “BridgePort,” “we,” “us,” “our,” and other similar terms, shall refer to the party with whom you are contracting. These Terms are a legally binding contract between you and the Company so please read them carefully. If you do not agree with these Terms, do not register or use any of the Services. By using, accessing or browsing the Platform and products, including applications, mobile, software, websites or other properties owned or operated by BridgePort or by registering for a Bridgeport account you are agreeing that you are at least 18 years of age and bound by these Terms of Service.
BridgePort is an internet-based data management platform. Since our products are internet based, you may access them through the web and through any number of device types (e.g., desktop, laptop, tablets, and smartphone devices) that you choose.
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and asserting to Bridgeport that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services.
Finally, we encourage you to review the “Fees” section of these Terms of Service as set forth below.
CHANGES TO THESE TERMS
We reserve the right to modify these Terms. We will post the most current version of these Terms at www.bridgeportft.com (the “Site”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate the date these terms were last revised. We will also endeavor to notify you, either through the Services user interface, in an email notification or through other reasonable means, and unless otherwise stated, Bridgeport may communicate with you officially by any reasonable means now known or later developed. These currently include email, regular mail, and postings on the Platform. Any such changes will become effective no earlier than 14 days after they are posted, except that (i) changes addressing new functions of the Services or changes made for legal reasons will be effective immediately, and (ii) changes or modifications to the provisions of these Terms of Service governing the “Dispute Resolution By Binding Arbitration” section shall be made as specified therein.
Certain aspects of the Services may require you to obtain an account by completing a registration form and designating a user ID and password. When registering with BridgePort you must acknowledge in doing so, that the information you have provided is: (a) true, current and complete information about yourself and any related or respective entity on the registration form and (b) maintained by you, and such information continues to be true, current and complete.
You are entirely responsible for all materials and information that you upload, post or otherwise transmit via the Services. Only you may use your BridgePort account and you are responsible for your account. If you become aware of any unauthorized use of the Services or your account, or have any questions about your account please contact BridgePort Support via firstname.lastname@example.org
EMAIL SELECTED FOR YOUR ACCOUNT
You choose what email address(es) you register for an account. Please be aware, however, that if the domain of the email address associated with your account is owned or controlled by an organization (such as your employer) that organization may have access to your account.
CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with BridgePort or signing up for Services, you understand that we may send you (including via email) information regarding the Services, such as: (a) notices about your use of the Services, including, but not limited to, notices of violations of use; (b) updates to the Services and new features or products; and (c) information and materials regarding BridgePort’s products and services.
Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices (other than promotional materials) electronically, you must stop using the Services.
We refer to all electronic documents that you upload and store on your account as “Content.” All Content uploaded by you into your account belongs to you, and is accessible only to those parties for which you choose. We do not control, verify, or endorse the Content that you or others upload. You are responsible for: (a) all Content you place in your BridgePort account(s) and share through the Services and (b) ensure that you have all the rights you need to the Content. In addition, by storing, using or transmitting Content you cannot and will not violate any law or these Terms.
You agree to provide BridgePort (as well as agents or service providers acting on BridgePort’s behalf to provide the Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order.
During your use of the Services, BridgePort may share with you information that is confidential, sensitive or should not be disclosed. For example, if we tell you about our product roadmaps, product designs and architecture, technology and technical information, provide you with security audit reviews, business and marketing plans, or share with you our business processes, these should always be considered confidential to BridgePort.
Similarly, we agree that your Content, credit card/banking information and information contained in your account is confidential to you. Also, if either of us provide any documents to the other that are labeled “confidential” (or something similar), or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as confidential information. However, if you provide us information that: (a) we already know at the time you provide it to us; (b) was provided to us by a third party who had the right to do so; (c) is generally available to the public; or (d) was independently developed by us without using any of your confidential information, then that information will not be considered confidential. The same applies to information that we provide you that falls into any of these categories.
Lastly, we both agree that: (i) we will treat each other’s information with the same degree of care that we treat our own confidential information; (ii) will use each other’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know and who have agreed in writing to treat it as confidential (as we’ve outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Of course, confidential information will always remain the property of its owner.
The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States. BridgePort may offer products that enable processing of Content outside of the United States and such Services may be subject to applicable laws in such jurisdictions.
ACCEPTABLE USE POLICY
You agree you will not, nor will you encourage others or assists others, cause harm to the Services or use the Services to harm others. For example, you may not use the Services to harm, threaten, or harass another person, organization or BridgePort and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part thereof; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by BridgePort) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.
As part of our efforts to protect the Service, protect our customers, or to prevent any party from breaching these Terms we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services.
We also reserve the right to deactivate, change and/or require you to change your BridgePort user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services.
SUSPENSION AND TERMINATION OF THE SERVICE
We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, for any reason, in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored with the Services.
Upon termination you may request access to your Content, which we will make available, except in cases where we have terminated your account due to your violation of these Terms. You must make such request within 30 days following termination otherwise any Content you have stored with the Services may not be retrievable and we will have no obligation to maintain Content stored in your account after this 30-day period.
UPDATES TO THE SERVICE
We can make necessary deployments of changes, updates or enhancements to the Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.
You agree to maintain and regularly update the security of your computer system using anti-virus software programs and other deterrent systems reasonably necessary to prevent unauthorized access to your computer system. You agree to take reasonable precautions to prevent the introduction of any disabling procedures (including, but not limited to, software lock, malicious logic, worm, Trojan horse, bug, time bomb, etc.) into your software or our software. You are responsible for your failure to maintain or update the protection of your computer system and we shall not be liable to you for any loss arising by reason of your failure to do so.
Without limiting this provision in any way, you acknowledge and agree that the Services require you to communicate with us via electronic mail, the Internet, and/or other electronic means and that such communications could fall victim to interception and/or access by unauthorized third parties. We require you to utilize prudent and reasonable computer hardware and software security measures and to follow certain minimum security practices and procedures (“Security Practices and Procedures”) in order to reduce the risk of unauthorized access to and use of your accounts via the Services by third parties. YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO UTILIZE SUCH COMPUTER HARDWARE AND SOFTWARE SECURITY MEASURES AND/OR TO FOLLOW SUCH SECURITY PRACTICES AND PROCEDURES SHALL RELIEVE US OF ANY LIABILITY TO YOU FOR UNAUTHORIZED ACCESS TO AND/OR USE OF YOUR ACCOUNTS OR UNAUTHORIZED TRANSACTIONS INITIATED ON YOUR ACCOUNTS THROUGH THE SERVICES.
In order to maintain secure communications and reduce fraud, you agree to protect the security of your username, personal identification numbers, passwords, codes, marks, signs, public keys, or other means of identification (each, a “Security Item” and collectively, “Security Items“) to access and/or use your accounts via the Services. Among other things, you agree to maintain and regularly update the security of your computer system through which you access the Services, including, without limitation, by installing, maintaining, and regularly updating antivirus and antispyware identification and removal software. You shall take all commercially reasonable precautions to prevent the introduction of any disabling procedures (including, but not limited to, a software lock, malicious logic, worm, Trojan horse, bug, or time bomb) into your software or our software that might disrupt our equipment or software, or the equipment or software of other users of the Services. We reserve the right to block your access to the Services in order to maintain and/or restore security to the Services, www.bridgeportft.com (and/or BridgePort-related websites), and/or any other BridgePort systems if we believe in our sole and absolute discretion that any of your Security Items has been or may be obtained, or is being used or may be used, by any unauthorized person.
YOUR FAILURE TO INSTALL, MAINTAIN, AND/OR REGULARLY UPDATE ANTIVIRUS AND ANTISPYWARE IDENTIFICATION AND REMOVAL SOFTWARE SHALL RELIEVE US FROM RESPONSIBILITY FOR ANY LOSSES TO YOU ATTRIBUTABLE TO SUCH FAILURE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY LAW.
You agree that complying with the Security Practices and Procedures shall not relieve you of your obligation and responsibility to exercise independent judgment about security and additional steps or procedures needed to prevent cyber fraud, unauthorized access to, and/or use of your accounts via the Services. Accordingly, you agree to take all additional commercially reasonable security measures in using the Services as circumstances may dictate over time. You further agree to take all commercially reasonable security measures necessary to prevent disruption to the operations of BridgePort’s computer systems and the Services.
THIRD PARTY SERVICES
BridgePort may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). These Third-Party Products are not necessary for the use of the Services and your use (and any exchange of any information, license, payments etc., are between you and the third party provider) is solely between you and the applicable third party provider. BridgePort makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.
If you have any questions or concerns regarding the Third-Party Products, then please contact the applicable third party provider.
BRIDGEPORT PROPRIETARY RIGHTS
You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by BridgePort, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by BridgePort from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of BridgePort, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by BridgePort.
The BridgePort name and logos are trademarks and service marks of BridgePort (collectively the “BridgePort Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated with or connected to BridgePort. Nothing in these Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of BridgePort Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of BridgePort Trademarks will inure to our exclusive benefit. All contents of the Site and Services, including, but not limited to, logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and BridgePort Confidential Information belong to BridgePort, and/or its suppliers, affiliates, or licensors. No title to or ownership of any proprietary rights related to the Services or BridgePort Confidential Information is transferred to you pursuant to these Terms.
If you provide comments, suggestions and recommendations to BridgePort about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically assigning and transferring all rights to this Feedback to BridgePort.
NO WARRANTY OR CONDITIONS
TO THE EXTENT NOT PROHIBITED BY LAW, BRIDGEPORT AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
To the extent not prohibited by law, you will defend BridgePort against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of BridgePort’s actions); or (b) violates applicable law or these Terms. BridgePort will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL BRIDGEPORT, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF BRIDGEPORT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF BRIDGEPORT AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO ONE AND A HALF (1.5) TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
DISPUTE RESOLUTION AND GOVERNING LAW
You must comply with all domestic and international export laws and regulations that apply to your use of the Services, such as software. These laws include restrictions on destinations, end users, and end use.
If you reside in the United States, you agree that the Terms, and your relationship with BridgePort will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles. We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to these Terms. We both agree that all of these claims can only be litigated in the federal or state courts in San Diego County, California, USA and we each agree to personal jurisdiction in those courts. However, you agree that BridgePort can apply for injunctive remedies in any jurisdiction.
We both agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. However, you agree that BridgePort can apply for injunctive remedies in any jurisdiction.
BridgePort may offer users to sign-up for a trial for some of the Services and such trial periods start on the day the trial account is created and lasts for 90 days. If an account is a trial account, it may be cancelled at any time until the last day of the trial. If a user does not wish to incur charges, the user must cancel the account by the end of the 90th day.
If the user does not cancel such account and we have informed you the account would be converted to a paid subscription at the end of the trial period, then you authorize us to charge your credit card for that specific Service. You may, however, cancel your subscription before the next billing cycle in accordance with these Terms, but BridgePort is under no obligation to provide credits or refunds.
If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees”) as quoted to you when you purchase that Service. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency BridgePort quoted at the time of purchase. BridgePort reserves the right to change the eligible currencies at any time.
BridgePort reserves the right to change its Fees at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that specified duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don’t agree to these changes, you must stop using the Service and cancel via email to email@example.com. If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.
If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.
If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent BridgePort has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.
You may only elect the following subscription plan and billing option:
An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel, reduce the number of seats, if applicable, or downgrade the BridgePort Service you have selected until the anniversary date.
BRIDGEPORT REGISTERED USER & SUBSCRIPTION SPECIFIC TERMS
If you are registering as a user or purchasing a BridgePort subscription plan, the following additional terms apply to you:
You: (a) are required to have a BridgePort account for each user, (b) will only receive the features and functionality that are included in the specific plan that you have registered or subscribed for, (c) are responsible for setting your configurations of the BridgePort Service and the accuracy of the information that you provide and share with respective parties, and (d) are responsible for managing any of your devices and/or any systems that you use to access the BridgePort Service.
BRIDGEPORT CONDITIONS OF USE
By accepting the Terms of Service, you hereby represent, acknowledge, warrant and covenant as follows:
- You are an “Accredited Investor” (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended.
- BridgePort or any of its affiliates or representatives have not approved or disapproved any securities or passed upon the accuracy or adequacy of any entity or fund or any of their respective information or offering documents on BridgePort™.
- You have consulted, or specifically chose not to consult with your own legal, financial and tax advisors as to the suitability, risks and/or consequences of an investment in the funds or entities you access through BridgePort™.
- BridgePort™ is NOT a “distribution” platform, where entity or fund managers seek or pursue new investors, or to “sell” or promote their securities.
- BridgePort™ is NOT an open database, where it displays any open lists of manager data, or other fund or entity information.
- You may ONLY view offering documentation and entity information for funds or entities for which you have a pre-existing relationship with, and for which you have been approved to access such entities’ information by the respective entity’s manager.
- BridgePort™ will perform certain KYC and AML database searches, such as World Check, Regulatory Intelligence, Accelus LMS, and KYC as a Service to comply with applicable anti-money laundering and “know-your-customer” requirements.
- BridgePort™ will notify each of the entity managers and entity administrators of those entities which you have added to your portfolio, noting your registration, intent to utilize the platform and a consent addendum notice from you to expand your use of electronic communication.
- BridgePort™ is acting in an agent and interested party capacity (e.g. “digital assistant”) as solely authorized by and on behalf of the user in preparing documentation required by a respective private entity or fund for transactional and reporting purposes, on behalf of you as your “interested party”, and with the express consent to do so by you. Accordingly, your appointment of BridgePort as an interested party is hereby accepted, and each respective private entity and their third-party administrator will be notified accordingly.
- You are solely responsible for the information you input or upload to BridgePort and any documentation prepared by you and sent to any respective third party on your behalf should be carefully reviewed and approved by you.
- BridgePort™ prepares subscription agreements based solely upon the information reviewed and approved in your OneDoc profile. Should anything contained in your OneDoc profile cease to be accurate, such as “accredited investor” or “qualified investor” status, representations made by you relating to your status as a potential “bad actor”, investor suitability for any offering, etc., you must amend your OneDoc profile promptly and accordingly.
- BridgePort™ shall assume the information you have provided in your OneDoc profile may be relied upon for the purpose of subscribing, or otherwise transacting, in the respective private entity or fund, and will proceed accordingly per your instructions.
- You hereby indemnify, defend and hold BridgePort™ harmless from any errors and omissions in your OneDoc profile except for errors or omissions caused by the willful misconduct or gross negligence of BridgePort™.
- If you have executed any transactions for any of your private funds or other entities, you need to regularly inquire as to the status of those transactions, and you are solely responsible for ensuring that you have the proper funding available and documentation in an order and a manner required by the respective entity.
Dispute Resolution by Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Most user concerns can be resolved quickly and to the user’s satisfaction by emailing BridgePort support at firstname.lastname@example.org. In the unlikely event that our user support team is unable to resolve a complaint you may have (or if BridgePort has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or mediation. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award. The payment of attorneys’ fees will be governed by JAMS (as defined below) rules or the rules of the local governing arbitration body in the case JAMS rules are not available. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
BridgePort and you agree to arbitrate all disputes and claims between us. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:
- claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
- claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising);
- claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
- claims that may arise after the termination of these Terms of Service.
References to “BridgePort”, “we”, “you”, and “us” include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or devices under this or prior agreements between us. You agree that, by entering into these Terms of Service, you and BridgePort are each waiving the right to a trial by jury or to participate in a class action. If residing in the United States, these Terms of Service evidence a transaction in interstate commerce, and thus the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Service. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice“). The Notice to BridgePort should be sent to 12250 El Camino Real #120, San Diego, CA 92130 with a copy by email to email@example.com (“Notice Address“). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If BridgePort and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or BridgePort may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by BridgePort or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or BridgePort is entitled.
The arbitration will be governed by the Rules of the Judicial Arbitration and Mediation Service (“JAMS“) currently in effect, as modified by these Terms of Service. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision. Unless BridgePort and you agree otherwise, any arbitration hearings will take place in San Diego County, California. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Qualified retired judges with at least five (5) years arbitration experience shall be selected through panels maintained by JAMS, any court in San Diego County or any private organization providing such services. If the parties are unable to mutually agree upon a retired judge to hear their arbitration, the arbitration service shall provide a list of three (3) available judges and each party may strike one (1). The remaining judge will serve as the arbitrator.
The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees and expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND BRIDGEPORT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BridgePort agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
Notwithstanding any provision in these Terms of Service to the contrary, we agree that if BridgePort makes any future change to this arbitration provision (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the JAMS Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.
Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Services.
Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service, unless we allow you to do so in writing.
Independent Contractors; No third-party beneficiaries. BridgePort and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
Government Terms. If Customer is a U.S. government entity or if this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the BridgePort Service constitute software and documentation and are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government User as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.