Terms of Use
Last updated: August 23, 2016


Thank you for using applications by The Contacts Plus Team, offered by Gentoo Labs Inc. (“Contacts Plus”, “we”, “us” or “our”). We offer our users (“users,” “you” or “your”) contacts management, global directory, backup, messaging, caller id, spam blocking and additional services. These Terms of Use (“Terms”) control and govern your (“you” or “your”) use of the website located at www.contactspls.com (“The Website”), our API and our mobile device applications, including but not limited to “Contacts+”, “Caller id+”, “Dialer+”, “Messages+ SMS”, “Merge+” and “Contacts+ Widget” (“Apps”), irrespective of release version. To make these Terms easier to read, The Website, our API, our Apps, and all services we provide through them are collectively called the “Services”.

By accessing or using any of the Services, you represent and acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is hereby incorporated by reference (“Privacy Policy”). If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you,” “your” or related capitalized terms herein shall refer to such entity and its affiliates. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT UNDERSTAND OR YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY, YOU ARE PROHIBITED FROM USING ANY OF THE SERVICES AND MUST EXIT THE SERVICES AND TERMINATE YOUR ACCOUNT.

NOTE:  THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY.  YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

Who May Use the Services

You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law. By accessing or using the Services you represent that you are at least 13 years or older and that you have the legal capacity to enter this agreement, or that you have the consent of your parent or guardian to use the Services. If you are a parent or legal guardian of a minor, you hereby agree to bind the minor to these Terms and to fully indemnify and hold harmless Contact Plus if the minor breaches any of these Terms.  

You may not access or use the Services if you are our direct competitor, except in the event we have provided you our prior written consent. You may not access or use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Changes to Terms, Privacy Policy or Services

To the maximum extent permitted and enforceable under applicable law, we reserve the right to change these Terms and our Privacy Policy (collectively, “Modified Terms”) at any time, effective upon the posting of an updated version of the Modified Terms. If we do so, we will let you know either by posting the Modified Terms within the Services (for example: by updating the relevant section in The Website), updating the “Last updated” field at the top section of the Modified Terms and posting a notice on the main page of the Website, or through other communications. You are responsible for regularly reviewing these Terms and the Privacy Policy. Your continued use of the Services after we have posted the Modified Terms shall constitute your consent to the Modified Terms and indicate that you agree to be bound by the Modified Terms. If you don’t agree to be bound, then you may not use the Services anymore and must cancel your Account (as defined below). Because the Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. In the event that you have purchased a subscription for Premium Features (as defined below) and you choose to stop using the Services as a result of a material change to these Terms or to the Privacy Policy, you may request a refund for any prepaid period of use. To receive a refund, you are required to send a written request to our support team at: support@contactspls.com. Your request must include the subject line: “Refund Request” and the reason for requesting a refund in the email body, as well as a receipt for your payment for the Services.

Registration and Your Information

Some of the Services may only be used if you create an account (“Account”) with us. You can do this in the Apps via certain third-party services such as Google. You will be asked to login with your third-party log-in credentials ("Login”) and, if applicable, configure the privacy settings in your third-party account to permit the Services to access and import your username, contacts and publicly accessible information (as further detailed in our Privacy Policy). By creating an Account via your Login, you acknowledge and agree that your use of the applicable third-party service is governed by that service’s terms of use and its privacy policy, including, without limitation, its applicable password and account security policies. You agree that you won’t disclose your Login password to anyone and you will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.

Premium Features

We may charge fees for the use of certain services, or for the access and use of certain content, features or aspects of the Service (“Premium Features”). These fees can change at any time and may vary by geography and other considerations, at our sole discretion.  You agree to pay all applicable fees assessed to your Account through the use of Premium Features or otherwise. We may suspend or terminate your Account and/or access to the Services if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed.  By providing a payment method, you expressly authorize us and/or our third party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services. You agree that we may invoice you any unpaid fees.

IMPORTANT NOTICE: If you have signed up for one of our subscription-based services (a “Subscription”), your Subscription will automatically renew on each monthly or yearly anniversary (depending on the Subscription you have chosen) of the date that we charged your credit card for the first Subscription fee (the “Renewal Date”). Unless you cancel your subscription prior to the end of your current Subscription term, it will automatically renew on the Renewal Date and we will charge your credit card with the applicable Subscription fee for the next billing period.  Subscriptions can be cancelled at any time prior to the Renewal Date as further described in the Section entitled “Termination”. You will not receive a refund for any partial-period cancellation. For example, for a monthly Subscription, we will charge your Account at the beginning of each month and monthly thereafter until you cancel your subscription.

Currently, we use Google Play to manage subscriptions to our premium features; to review your current subscription, and to cancel it, go to http://payments.google.com.    

All fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your use of the Services (collectively, “Taxes”).  You are solely responsible for the payment of any such Taxes.  In the event we are required to pay Taxes on your behalf, you shall promptly reimburse us for all amounts paid.

Carrier Fees

When you use the Services you may incur charges from your mobile carrier (for example: for cellular data, phone calls and messaging services), which you are responsible for paying.

Maintenance and Support

Our support team’s goal is to provide outstanding support to our user community. To achieve this goal, we’ve created automated and manual tools to help our users, provide answers to frequently asked questions, and address additional technical and general support issues. In addition, we strive to frequently update, maintain and improve the Services. However, we are not obligated to provide maintenance or support for the Services and we reserve the right to change, reduce, limit or terminate our maintenance and support efforts.

Privacy Policy and Your Consent to Use of Data

We are committed to provide great Services to our users and we continuously strive to improve the Services. Our user community helps us to improve the Services by providing feedback, sharing information, reporting spammers, identifying numbers and more. Our Privacy Policy describes the information we may receive, collect, share and use and the information you may share with us and with other users when you activate or use the Services, and how you may remove your information from the services.

YOU HEREBY PROVIDE YOUR CONSENT TO THE WAY WE RECEIVE, COLLECT, SHARE AND USE INFORMATION, INCULDING WITHOUT LIMITATION, CONTACTS, CALLER ID AND BLOCKED NUMBERS INFORMATION, AND THE CONTENTS OF EMAILS, SMS MESSAGES AND OTHER MESSAGES. PLEASE REFER TO OUR PRIVACY POLICY FOR INFORMATION ON HOW WE RECEIVE, COLLECT, USE AND DISCLOSE INFORMATION FROM AND TO OUR USERS. BY ALLOWING CONTACT INFORMATION TO BE COLLECTED, OR GRANTING US ACCESS TO YOUR SMS, EMAIL OR OTHER MESSAGES, YOU GIVE US THE RIGHT TO USE THAT INFORMATION AS PART OF THE SERVICES AND YOU GUARENTEE THAT YOU HAVE ALL REQUIRED PERMISSIONS FOR SHARING THE INFORMATION WITH US. YOU MAY OPT-OUT FROM FURTHER SHARING INFORMATION WITH US BY SENDING US AN ACCOUNT TERMINATION REQUEST AS SET FORTH IN THE PRIVACY POLICY. IT WILL TAKE US A REASONABLE TIME TO PROCESS YOUR ACCOUNT TERMINATION REQUEST; IN ADDITION, WE MAY RETAIN COPIES OF THE INFORMATION WE HAVE ALREADY COLLECTED FROM YOU WHERE REQUIRED BY LAW OR AS PART OF OUR BUSINESS RECORDS.

Rights and Terms for Website Content and Apps

We provide content through Services that is the copyrighted and/or trademarked work of Contacts Plus, our third-party licensors and suppliers or other users of the Services (collectively, the “Content”).  Content may include logos, graphics, video, images and other information.

Subject to your compliance with the terms and conditions of these Terms, Contacts Plus hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Content and to use the Website solely for your personal use.  Except for the foregoing license, you have no other rights in the Website or Content and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Website or Content in any manner.

To use our Apps you must have a mobile device that is compatible with that App. We do not warrant that any of our Apps will be compatible with your mobile device.  Subject to your compliance with these Terms, Contacts Plus grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of one or more of the Apps on a mobile device or computer that you own or control and to run such copy of the Apps solely for your own personal non-commercial purposes. You may not copy the Apps, except for making a reasonable number of copies for backup or archival purposes.  You acknowledge that we may from time to time issue upgraded versions of the Apps, and may automatically electronically upgrade the version of any App that you are using on your mobile device.  You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades.  The foregoing license grant is not a sale of any App or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Apps (and any copies of the Apps).

Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on any of the Services; (ii) distribute, transfer, sublicense, lease, lend or rent any of the Services to any third party; (iii) reverse engineer, decompile or disassemble any of the Services; or (iv) make the functionality of any of the Services available to multiple users through any means.  Scraping, harvesting or data-mining Content, including any third party information accessible through the Services, is strictly prohibited. Contacts Plus reserves all rights in and to the Services not expressly granted to you under these Terms.

If you breach any of these Terms, the foregoing licenses will terminate automatically and you must immediately destroy any downloaded or printed Content.

Additional Terms for App Store Apps

When you download our software app from the Apple App Store, Google Play™ store or other app store or app distribution platform (an “App Store”), you acknowledge and agree that:

Acceptable Use and Conduct

You are responsible for your conduct when using the Services and you agree that you will use the Services in compliance with all applicable laws and regulations. You agree that you will not initiate, engage in, or encourage any prohibited conduct in connection with your use of our Services. “Prohibited Conduct” includes but not limited to doing things such as:

Content

You are responsible for the content, messages, contacts, and other material that you upload, share, store on or transmit through our Services, manually or automatically (“Your Content”), including its legality, reliability, and appropriateness. You should only use, upload or share Your Content that you either own, created or have the right to use and share. By storing, sharing, reporting, uploading or transmitting Your Content you give us the right and license to store, reproduce, modify, create derivative works of, publish, distribute, transfer, transmit, publicly display, publicly perform, and use Your Content in connection with providing the Services. You represent and warrant that you own all Your Content or you have all rights that are necessary to grant us the license rights in Your Content under these Terms. You also represent and warrant that neither Your Content, nor your use and provision of Your Content to be made available through the Services, nor any use of Your Content by Contacts Plus on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Enforcement by Us

We have the right (but not the obligation) to review any or all portions of Your Content and delete or modify any of Your Content from our Services for any reason, including if we believe, in our sole judgment, Your Content violates these Terms. We reserve the right (but have no obligation) to suspend or terminate your Account and/or report you to law enforcement authorities, if you violate any provision of these Terms.

Certain information and other material contained in the Services may have been submitted by third parties, including other users. Contacts Plus shall not be liable for any third party and/or user generated content and shall not be obligated to moderate any third party and/or user generated content.

 

Links to Third Party Websites or Resources

The Services may contain links to or integration of third-party websites or resources. We provide these links and integrations only as a convenience and do not verify and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources and acknowledge and agree that such third-party websites may have different privacy policies and terms and conditions and/or user guides and business practices than Contacts Plus, and you further acknowledge and agree that your use of such third-party websites is governed by the respective third-party websites’ privacy policies and terms and conditions.  You hereby agree to comply with any and all such terms and conditions and privacy policies.  YOU AGREE THAT CONTACTS PLUS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.  Any reference made in the Services to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Contacts Plus' endorsement or recommendation.

Ownership

You acknowledge that all intellectual property rights in our Services, including the underlying software and technology and the information and content available on our Services, are owned by us and our suppliers (including other users), and are protected by copyright laws throughout the world. You may not download, upload, print, display, perform, reproduce, publish, license, post, transmit, modify, create derivative works of, reverse engineer, disassemble, decompile, scrape, adapt, distribute, transfer, or exploit the Services or any content therein, in whole or in part without our prior written authorization. We and our suppliers (including other users) reserve all rights not granted in these Terms. If you provide any suggestions, ideas, feedback, translations or recommendations to us (“Feedback”), we may use this Feedback for any purpose and without any obligation to you. By providing us with Feedback, You give us a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit in any manner any and all Feedback.

The App software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if you are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.  Unpublished-rights reserved under the copyright laws of the United States.                  

Assignability

We may, without notice to you, assign our rights and obligations under these Terms to any of our affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services.

Termination

We may terminate your right to access and use the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account and delete your data at any time by accessing the “Help” section, clicking “Account & Backup” under the help topics, selecting the “Deleting your account” option and clicking the “Delete account” button. Upon any termination, discontinuation or cancellation of Services or Your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Service and any Content.

Indemnity

You will indemnify and hold harmless Contacts Plus and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

Limitation of Liability

NEITHER CONTACTS  PLUS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONTACTS PLUS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL CONTACTS PLUS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO CONTACTS PLUS FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CONTACTS PLUS, AS APPLICABLE.

YOU ACCEPT AND ACKNOWLEDGE THAT YOU MAY BE EXPOSED VIA THE SERVICES TO INFORMATION THAT IS ERRONEOUS OR OTHERWISE OBJECTIONABLE. CONTACTS PLUS SHALL NOT BE LIABLE FOR THE CONTENT OR OTHER INFORMATION DELIVERED OR DISSEMINATED VIA OR IN CONNECTION WITH THE SERVICES. YOU AGREE THAT YOU SHALL BEAR ALL RISKS ASSOCIATED WITH THE USE OF SUCH INFORMATION AND YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST CONTACTS PLUS.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CONTACTS PLUS AND YOU.

DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please Read This Provision Carefully.  It Affects Your Legal Rights.

This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us.  Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

This Provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance of These Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury.  We prefer this because we believe arbitration is less drama-filled than litigation.  To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited.  The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).  You may, however, opt-out of this Provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions).  EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution

For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by emailing to us at legal@contactspls.com the following information: (1)Your name, (2) Your address, (3) A written description of your claim, and (4) A description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, than you may pursue your Dispute in arbitration.  You may pursue your dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, you or we may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”).  You may opt-out of this Provision by emailing to us at legal@contactspls.com the following information: (1) Your name; (2) Your address; (3) A clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally.  In fact, we promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us.  But, we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

Arbitration Procedures

If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings.  The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator.  The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration.  All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply.  In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply.  The AAA rules are available at www.adr.org or by calling 1-800-778-7879.  For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply.  The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267.  This Provision governs in the event it conflicts with the applicable arbitration rules.  Under no circumstances will class action procedures or rules apply to the arbitration.

Because the Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes.  However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding.  The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party.  Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration – You or we may initiate arbitration in either Santa Clara County, CA or the federal judicial district that includes your billing address.  In the event that you select the latter, we may transfer the arbitration to Santa Clara County, California so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer.

Payment of Arbitration Fees and Costs – So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration fees and associated costs and expenses. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses.  In addition to any fees and costs recoverable under applicable law, if You provide notice and negotiate in good faith with Us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver

Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration.  If you choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you.  Neither You, nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver

You understand and agree that by accepting this Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court.  In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions).  Except as otherwise provided below, those rights are waived.  Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

Severability

If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect.  If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.

Continuation

This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of the Services.  Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.

Local Laws; Export Control

Contacts Plus controls and operates the Services from its headquarters in the United States of America and the Services and Content may not be appropriate or available for use in other locations.  If you use the Services outside the United States of America, you are responsible for following applicable local laws.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Subject to the “Arbitration” section above, the exclusive jurisdiction and venue of any action, if any, related to these Terms will be the state and federal courts located in the Santa Clara County, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

These Terms constitute the entire and exclusive understanding and agreement between Contacts Plus and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Contacts Plus and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Contacts Plus’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Contacts Plus reserves the right, at its own discretion, to freely assign or transfer the rights and duties under these Terms to any third party without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Contacts Plus under these Terms will be given via email. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. You hereby consent to receiving electronic communications from Contacts Plus, which may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services.  These electronic communications are part of your relationship with Contacts Plus and you agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Contacts Plus’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Contacts Plus. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If You have any questions about these Terms or the Services, please contact us at legal@contactspls.com.