Terms of Service 2017-02-16T03:58:47+00:00

TERMS OF SERVICE (TOS)

Last modified: Feb 12th, 2017

Acceptance of Sorbix Terms of Service

These terms and conditions govern your use of the Sorbix.com website (the “Site”)  and all products, features, applications, and services (collectively, “Service” or “Services”) provided by Sorbix LLC doing business as Sorbix (“we”, “us”, “Sorbix”) to you (the “Subscriber”, “you”, or “your”), together with our Privacy Policy (collectively, the “Terms of Service” or “Agreement”). Please read the Terms of Service carefully before using the Services. These Terms of Service apply to all users of the Services, including without limitation any sub-users. Using the Services in any way constitutes acceptance of and agreement to be bound by the Terms of Service and any operating rules or procedures we establish and publish from time to time on our website, each of which is herein incorporated by reference and each of which may be updated at any time without notice to you. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE THE SERVICES AND YOU SHOULD EXIT THE WEBSITE AND STOP USING THE SERVICES IMMEDIATELY.

Sorbix reserves the right to modify the Terms of Service at any time and without notice to you. Amendments and modifications shall take effect immediately upon publication on the Website or within a Service. By continuing to use Services after any such modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service each time you use a Service. If you do not agree to any changes in the Terms of Service, you must immediately stop using the Services and Website. For the avoidance of doubt, no unilateral amendment will retroactively modify agreed dispute-resolution provisions of this Agreement, if any — including for example arbitration provisions — for then-pending disputes unless the parties expressly agree otherwise.

Accounts, Passwords and Security

In order to access and use all of the features of the Service, you are required to open an user account by registering with Sorbix. When you register for your user account you must provide true, accurate, current and complete information, and you agree to update the account information in order to ensure that it is current. Upon proper registration and opening of a user account, and subject to all of the terms and conditions of these Terms of Service, Sorbix hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Sorbix elect to terminate such right in accordance with these Terms and Conditions.

Passwords: Upon registration on the Site, you will provide Sorbix with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Sorbix of any suspected or actual unauthorized use of your User Account. You agree that Sorbix will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

Eligibility: As an express condition of being permitted to open a user account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security)or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria. You must be at least 13 years of age or older to use the Site, provided that if you are under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site.

Content

For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sub licensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

By submitting any User Content to the Website, excluding privately transmitted User Content, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub licensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user of the Website and/or the Services a non-exclusive, perpetual license to access any of your User Content that is available to such user on the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. By submitting any User Content to the Services other than on the Site, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub licensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such User Content solely for the purpose of providing the Services. For clarity, the foregoing licenses granted to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Your Use of the Site and Service

As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services, including the actions of any sub-users associated with your account.

Prohibited Conduct: Sorbix specifically prohibits any use of the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Sorbix products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws.

In addition, you are prohibited from violating or attempting to violate the security of the Site, the Service or Sorbix’s system or network security, including, without limitation, the following: (a) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (c) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or Sorbix’s system or network security may result in civil or criminal liability.

Violation of Copyright, Trademark, Patent or Trade Secret

Subscribers may not use the Services in violation of the copyrights, trademarks, patents or trade secrets of third parties, nor shall they utilize the Services to publish such materials in a manner that would expose them to public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 (“DMCA”) (as required under 17 U.S.C. §512) will apply to issues presented by allegations of copyright violations by third parties. Sorbix will, in appropriate circumstances, terminate the accounts of repeat violators. If a third party believes that a Subscriber of Sorbix LLC is violating its intellectual property rights, it should notify us by email at [email protected] A notification should include the IP address where the violation is believed to have occurred in addition to any other requirements of the relevant law. Please see our DMCA Copyright Policy.

Export

Subscriber shall comply with all applicable export and import control laws and regulations in its use of the Services, and, in particular, Subscriber shall not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. Subscriber assumes full legal responsibility for any access and use of the Services from outside the United States, with full understanding that the same may constitute export of technology and technical data that may implicate export regulations and/or require export license. Should such a license be required, it shall be Subscriber’s responsibility to obtain the same, at Subscriber’s sole cost and expense, and in the event of any breach of this duty resulting in legal claims against Sorbix, Subscriber shall defend, indemnify and hold Sorbix harmless from all claims and damages arising therefrom.

Acts of Sub-Users

Subscribers are responsible for the acts of others utilizing their access to the Services, and will be held responsible for violations of the Services by their sub-users or persons who gain access to the Services using the Subscriber’s access codes. Any activity that a Subscriber is prohibited from performing by these Terms of Services is equally prohibited to anyone using the access to the Services of the Subscriber. Accordingly, Subscribers agree to take the following actions outlined below to control the activities of those who connect to the Services by any means.

Access Code Protection

Subscribers shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information.

Third Party Services

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Data Loss

While Sorbix does take all prudent measures to secure your data, Sorbix is not responsible for any data loss or resulting damages incurred by the Subscriber.

Payments and Billing

Acceptable Payment Methods
Sorbix accepts major credit cards. Subscribers who choose to pay with PayPal will be strictly limited to a single Sorbix Account per PayPal account. Virtual credit cards and gift cards typically will not be accepted (due to their historic association with fraud.) Other forms of payment may be arranged by contacting Sorbix at [email protected] Please note that any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement.

We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use paid Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

From time to time, we may change the price of Services offered. If you are currently subscribed to a Service which undergoes a price change, you will be notified via e-mail. After 30 days at the old price, your subscription will be updated to the new price.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

Arrearages

Payments not made within ten (10) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than ten (10) days overdue, without the requirement of providing notice of such arrears, Sorbix may at its sole option suspend service to such account, delete all data associated with the account, and bring legal action to collect the full amount due, including any attorneys’ fees and costs.

Coupons and Promotional Discounts

Each coupon code or other promotional discount is limited to one use per person. Coupon codes and other discounts have no cash value and are not redeemable for cash, nor refundable. Sorbix may in its sole discretion cancel any coupon or other promotional code without notice, at any time before it is used.

Suspensions

  1. Of End User Accounts by Sorbix : If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Sorbix reasonably believes will cause it liability, then Sorbix may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Sorbix may do so.
  2. Security Emergencies : Notwithstanding anything in this Agreement, if there is a Security Emergency then Sorbix may automatically suspend use of the Services. Sorbix will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.
  3. Suspensions for Nonpayment : If a Subscriber is past due on their balance, Sorbix may, but is not obligated to, send up to three (3) email notifications within a fifteen (15) day period before suspending the Subscriber’s account. Services will be temporarily shut down during the suspension period. Sorbix reserves the right to delete the Subscriber’s suspended Services when the account is past due for more than 30 days.

Intellectual Property Rights

  1. Reservation of Rights.Except as expressly set forth herein, this Agreement does not grant (i) Sorbix any Intellectual Property Rights in Customer Data or (ii) Customer any Intellectual Property Rights in the Services or Sorbix trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
  2. Limited Permission.Customer grants Sorbix only the limited rights that are reasonably necessary for Sorbix to offer the Services (e.g., hosting Stored Data). This permission also extends to trusted third parties Sorbix works with to offer the Services (e.g., payment provider used to process payment of fees).
  3. Sorbix may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send Sorbix or post in Sorbix’s forums without any obligation to Customer.
  4. Customer List.Sorbix may include Customer’s name in a list of Sorbix customers on the Sorbix website or in promotional materials.

Termination and Access

Sorbix reserves the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately, including but not limited to as a result of your violation of any of these Terms of Service or any law, or if you misuse system resources, such as, by consuming excessive network capacity, CPU cycles, or disk IO while using a Service. Any such termination may result in the forfeiture and destruction of information associated with your Account. Sorbix may provide prior notice of the intent to terminate Services to you if such notice will not, in Sorbix’s discretion, run counter to the intents and purposes of these Terms of Service. Any fees paid hereunder are non-refundable and any fees owed to Sorbix before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as Sorbix’s costs for collection (including attorneys’ fees) of any such charges or other liabilities. Upon termination, any and all rights granted to Subscriber by this Agreement will immediately be terminated, and Subscriber shall promptly discontinue all use of the Services. If you wish to terminate your Account, you may do so by following the instructions on the Website or through the Services. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding which Subscribers gain access to the Services; what Content you access via the Services; or how you may interpret or use the Content.

You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates, parents, subsidiaries, any related companies, licensors and partners, and each of our and their respective employees, officers, directors, agents, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your (or any third party using your Account or identity in the Services) use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service or of any law, or infringement of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Limitation of Liability

  1. Limitation on Indirect Liability.

    YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SITE.

     

    IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY CLAIM FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), OR FOR DAMAGE TO YOUR COMPUTER (INCLUDING BUT NOT LIMITED TO HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION OR MATERIAL ON THE INTERNET), OR FOR FAILURE TO STORE OR DELIVER, IN A TIMELY OR UNTIMELY MANNER, ANY INFORMATION OR MATERIAL DISPLAYED, OR ANY CLAIM IN CONTRACT OR TORT (WHETHER OR NOT ARISING IN WHOLE OR PART OUT OF OUR ACT, OMISSION, FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT OF OUR SITE, OR FROM USERS OF OUR SITE (WHETHER OFFLINE OR ONLINE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR WE HAVE BEEN ADVISED OF OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE, NOR OUR CONTENT PROVIDERS, LICENSORS, LICENSEES, NOR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR ANY INCOMPATIBILITY BETWEEN OUR SITE AND ANY OTHER WEBSITE, BROWSER, SERVICE, SOFTWARE OR HARDWARE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE WEBSITE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, CERTAIN PARTS OF THE FOREGOING PARAGRAPH OF THIS SECTION MAY NOT APPLY TO YOU.

     

    FURTHERMORE, IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE OR LIABLE FOR THE CONTENT, COMPLETENESS, ACCURACY OR LEGALITY OF INFORMATION OR MATERIAL DISPLAYED IN CONNECTION WITH OR ARISING OUT OF OUR SITE OR ANY CESSATION, INTERRUPTION OR DELAY IN THE PERFORMANCE OF OUR SITE FOR ANY REASON INCLUDING, WITHOUT LIMITATION, CAUSES BEYOND OUR REASONABLE CONTROL SUCH AS EARTHQUAKE, FLOOD, FIRE, STORM OR OTHER NATURAL DISASTER, ACT OF GOD, LABOR CONTROVERSY OR THREAT THEREOF, CIVIL DISTURBANCE OR COMMOTION, ACT OF TERRORISM, DISRUPTION OF THE PUBLIC MARKETS, WAR OR ARMED CONFLICT OR THE INABILITY TO OBTAIN SUFFICIENT MATERIAL, SUPPLIES, LABOR, TRANSPORTATION, POWER OR OTHER ESSENTIAL COMMODITY OR SERVICE REQUIRED IN THE CONDUCT OF BUSINESS INCLUDING INTERNET ACCESS, OR ANY CHANGE IN OR THE ADOPTION OF ANY LAW, ORDINANCE, RULE, REGULATION, ORDER, JUDGMENT OR DECREE. 

  2. Limitation on Amount of Liability.

    NOTWITHSTANDING ANY LEGAL PROVISION TO THE CONTRARY, OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR CONNECTED TO OUR SITE SHALL IN NO EVENT EXCEED $100.

Disputes

  1. Informal Resolution. Sorbix wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through a notice. If a dispute is not resolved within 30 days of notice, Customer or Sorbix may bring a formal proceeding. 
  2. Agreement to Arbitrate. Agreement to Arbitrate.  This Section is referred to herein as the “Arbitration Agreement.”  The parties agree that any and all controversies, claims, or disputes between you and Sorbix arising out of, relating to, or resulting from these Terms, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies).  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. 
  3. Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). 
  4. Procedures.  Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 4.  You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against Sorbix.
  5. Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Sorbix may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
  6. Governing Law.  The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Site users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
  7. Costs of Arbitration.  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be governed by the AAA’s Rules.  Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
  8. Confidentiality.  All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
  9. Severability.  If a court decides that any term or provision of this Arbitration Agreement other than Section 3 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court decides that any of the provisions of Section 3 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.

MISCELLANEOUS.

  1. Terms Modification.Sorbix may revise this Agreement from time to time and the most current version will always be posted on the Sorbix website. If a revision, in Sorbix ‘s sole discretion, is material, Sorbix will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Sorbix ‘s blog or terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
  2. Entire Agreement.This Agreement, including Customer’s invoice and order form, constitutes the entire agreement between Customer and Sorbix with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.
  3. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
  4. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Sorbix must be sent to Sorbix LLC. 220 Main St, Ashland, MA 01721, with a copy to the Legal Department.
  5. A waiver of any default is not a waiver of any subsequent default.
  6. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Sorbix. Sorbix may not assign this Agreement without providing notice to Customer, except Sorbix may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
  7. No Agency.Sorbix and Customer are not legal partners or agents, but are independent contractors.
  8. Force Majeure.Except for payment obligations, neither Sorbix nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
  9. No Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.

PRIVACY.

Please visit http://sorbix.com/privacy to understand how Sorbix collects and uses personal information.