1. Dispute Resolution/Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS, AND THE RIGHTS OF THOSE TO WHOM YOU PROVIDES ACCESS TO THE SUBSCRIPTIONS, SERVICES, AND YOUR ACCOUNT. (1) Scope. Except as expressly provided below, Parties agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Agreement, a similar prior agreement, Your account, Your use of the Company’s services or products (including the License), the Subscription(s), the Distributed Data, communications between You and the Company and/or its affiliates, or the relationship between You and the Company and its affiliates (including existing disputes and those occurring prior to the date of this Agreement) (collectively, “Claims”) will, at the election of either Party, be resolved by arbitration, including any dispute about arbitrability, such as scope, applicability, and enforceability. (2) Rules and Selection of Arbitrator. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”); except any arbitration relating to VantagePoint Products and Services provided in connection with a Financial Advisory Business shall be governed by the AAA’s Commercial Arbitration Rules. (3) Federal Arbitration Act. Because the Agreement memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at www.adr.org or by calling 1-800-778-7879. (4) Offers and good-faith claims. You and Company agree that either Party may serve upon the other a written offer to settle a Claim (“Settlement Offer”). (5) Written Notice. A Party that intends to seek arbitration must first send to the other a written notice of intent to arbitrate via email (delivery receipt requested), entitled “Notice of Intent to Arbitrate.” The Notice to the Company should be addressed to: Support@VantagePointsoftware.com. (6) Exclusions and Limitations. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state where You are located: (a) an action to enforce intellectual property rights; (b) a suit by the Company for collection of amounts owed by You; and (c) any claim for which applicable law or the applicable arbitration rules do not permit arbitration. (7) Class Waiver. You also agree that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY; and (b) TO THE FULLEST EXTENT PERMITTED BY LAW, PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. (8) Appeal. If the arbitrator’s award exceeds $75,000, either Party may appeal such award to a three-arbitrator panel administered by the AAA by filing a written notice of appeal within 30 days after the date of entry of the arbitration award. (9) Right to Opt Out. You can decline this arbitration agreement by timely writing via certified mail or a nationally recognized overnight delivery service to 26908 Ridgebrook Dr., Suite 102, Wesley Chapel, FL 33544 and providing: (1) name; (2) address; (3) phone number; and (4) a clear statement that You wish to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date You become bound by the arbitration agreement. (10) Mass Arbitration. “Mass Arbitrations” shall be defined and governed by the AAA’s Mass Arbitration Supplementary Rules. (11) Severance, Severability, and Survival. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entirety of the arbitration provisions shall be void, other than the jury waiver provision.
  2. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Florida. This choice of law provision is intended to operate to the exclusion of any choice of law or other law or provision that would result in this Agreement being resolved by the laws of any other state or country, and any law or convention that would otherwise apply including the United Nations Convention on Contracts for the International Sale of Goods. Subject to the dispute resolution and arbitration procedures set forth in Section 1, Parties each agree that the exclusive venue for bringing and maintaining any action arising out of, related to, or in connection with this Agreement shall be in Hillsborough County, Florida or, if there is jurisdiction, the United States District Court for the Middle District of Florida, Tampa Division. You hereby irrevocably consent to personal jurisdiction in the State of Florida.
  3. Attorneys’ Fees. To the fullest extent permitted by applicable law, and subject to the dispute resolution and arbitration procedures herein, in the event the Company should be required to take legal action to enforce any of the provisions of this Agreement, the Company may recover its reasonable attorney’s fees (up to and including any appellate proceedings) and costs from You whether or not formal litigation results.
  4. Construction. Section headings and pronouns are included solely for convenient reference and shall not control the meaning or the interpretation of any of the provisions of this Agreement.
  5. Entire Agreement. The Parties agree that this Agreement is the entire agreement regarding the subject matter discussed herein and supersedes any proposal or prior agreement, oral or written, or any other communications between them relating to the subject matter hereof.
  6. No Fraud or Reliance on Company Representations. You further acknowledge and agree that You entered into this Agreement based solely upon the terms contained within this Agreement and without relying upon any oral or written inducements, statements or representations by the Company or its agents or representatives that are not set forth in this Agreement.
  7. Severability. If any provision of this Agreement is held for any reason to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement will, nevertheless, remain in full force and effect in that jurisdiction.
  8. Additional Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOICE BEFORE ENTERING INTO THIS AGREEMENT AND/OR CONTINUING WITH THE AGREEMENT, UNDERSTAND YOUR RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT, AND THAT THE USE OR RECEIPT OF THE SUBSCRIPTION, SERVICES, OR DISTRIBUTED DATA IS AN ACCEPTANCE BY YOU OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
  9. Successors. It is agreed that the benefits and the burdens of this Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns, and You, Your successors, heirs, and personal representatives.
  10. Consent to Contact. You consent to email, phone, and/or text message communications for marketing purposes from or on behalf of Vantagepoint AI, LLC, including via automated technology, artificial or prerecorded messages, or using artificial intelligence. Consent to communications is not required for any purchase. Message and Data rates may apply. You can withdraw consent at any time by emailing us at optout@vantagepointsoftware.com.
  11. Data Privacy and Deletion Requests. You may request access to, correction of, or deletion of your Personal Information as described in the “How to Submit a Data Deletion (Erasure) Request” section of the Company’s Privacy Policy, which the Company will process in accordance with the GDPR and applicable U.S. state privacy laws and within the timeframes set forth in the Privacy Policy. The Company is responsible only for Personal Information within its possession or control and is not responsible for deleting Personal Information held independently by third parties. Notwithstanding a deletion request, the Company may retain Personal Information to the extent permitted or required by applicable law, including to comply with legal obligations, resolve disputes, prevent fraud, enforce this Agreement, and for other lawful business purposes.