Last Updated: October 2019
· Outside of the United States: International Privacy Notices can be found on the Wells Fargo Privacy Policies and Notices page
3. Registration. In order to use the Site, you will be required to complete an initial registration form and become an authorized user ("Authorized User"). As part of such registration process, you will be required to provide Providers with certain information about yourself, including, without limitation, personal information (collectively, "User Information") which you represent and warrant will be current, accurate, and complete at the time of registration. Providers reserve the right, at their sole discretion, to reject any registration for any lawful reason. Registrants whose request for access is rejected may not use the Site, attempt to re-register without Providers' prior express consent, or re-register using another individual's information. All Authorized Users agree to promptly update their User Information as necessary to ensure that such information at all times remains current, accurate, and complete.
a. you may elect to receive the Documents in writing by withdrawing your consent to receive electronic communications by calling your account representative or by addressing a withdrawal request by email to your account representative. A withdrawal request will not become effective sooner than 10 business days from the date that you provide Providers with the requisite notice and you will remain responsible for all activity or transactions initiated prior to deactivation of your access privileges, including, without limitation, any applicable charges for the term during which the termination date occurred;
b. your withdrawal of consent to receive electronic communications may result in imposition of other conditions, as Providers determine are necessary in their sole and reasonable discretion, including, without limitation, assessing charges to offset costs incurred by Providers in delivering written communications instead of electronic communications. However, no such fees will be instituted unless published on the Site (or other commonly accessible website) for access and notice to Authorized Users of such resources, or unless Providers otherwise provide you with written notice thereof. Notices by electronic publication will be deemed effective when posted or published on such site(s) for general dissemination, or upon such later time as the notice may indicate;
c. your consent to receive electronic communications specifically under this Section is limited to content and data relating to the Documents, and does not apply to other notices or communications between you and Providers;
d. you may request a written copy of a Document initially delivered through an electronic communication after consenting to such electronic communication, subject to: (i) your payment of any fees chargeable by Providers for producing and delivering such written copy, which Providers may determine and establish from time to time in their sole discretion; and (ii) Providers’ record retention policies in effect from time to time;
e. you are responsible for reviewing electronic communications presented via the Site on a continuous basis and you are required to take any action to acknowledge, correct, or reply to electronic communications in a timely manner within designated periods as may be established by Providers; and
f. all electronic communications provided through the Site will be deemed to have been received by you at such time as they are made available on the Site by Providers, regardless of whether and when you actually review such electronic communications.
10. Consent to Third Party Payments. You agree that payments of any amounts you owe pursuant to your financing or other agreements with Providers made on your behalf by third party financial institutions or banks may be accepted by Providers without any additional consent from you. Such payments may be applied by Providers in the manner described by such third party financial institutions or banks or otherwise as set forth in your financing or other agreements with Providers. You agree to waive any claims against any Provider for application of payments in accordance with directions from third party financial institutions or banks. Acceptance of any payments from third parties shall be at Providers' sole discretion and subject at all times to Providers' policies and procedures for acceptable forms of payment, subject to and in accordance with applicable legal requirements at the place of your business and/or incorporation. Notwithstanding the authorizations contained herein, you agree that the obligation to pay any amounts owed to Providers under your financing or other agreements with Providers shall remain your obligation and not that of any third parties making payment on your behalf.
11. Information Accuracy. You warrant that you will only submit and/or post information on the Site that is accurate, complete, and not misleading. Providers do not review, check, or verify the accuracy or completeness, and are not responsible for the content, of any information submitted to, transmitted through, and/or posted on the Site by any Authorized User.
12. Authorized User Conduct. You agree that you will not:
a. use the Site in any manner that could damage, disable, overburden or impair the Site;
b. interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked sites. The use or distribution of tools designed for compromising security (e.g., password guessing programs, spoofing, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Providers reserve the right to release your details in accordance with applicable law to system administrators at other websites in order to assist them in resolving security incidents, and you hereby explicitly consent to such release;
c. disrupt or interfere with any other person's use of the Site or affiliated or linked sites;
d. attempt to obtain unauthorized access to the Site or portions of the Site that you are restricted from accessing;
e. use or attempt to use another's account, service, or system without prior written authorization from Providers;
f. create or use a false identity on the Site;
g. post or otherwise disseminate on or through the Site harassing, defamatory, libelous, tortious, offensive, threatening, obscene, or otherwise unlawful communications or materials of any kind, or materials that infringe or violate any third party's copyright, trademark, trade secrets, privacy, or other proprietary or property right or that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law;
h. use any robot, spider, or other automatic device, or manual process to monitor or copy the web pages or the content contained at the Site;
i. allow access to, or use of, the Site or any component thereof by or for the benefit of third parties who are not Authorized Users, including, without limitation, providing timeshare services, service bureau services, outsourcing or consulting services, or displaying and/or demonstrating the Site or any content thereof or sharing, downloading, or copying any content or information from the Site, without Providers' prior written consent, or for any unlawful purpose or in furtherance of any unlawful purpose;
j. upload or transmit to Providers' computer systems any computer virus, worm, time bomb, or other harmful programming routine, or assist anyone else in doing so, directly or indirectly; and
k. frame any of the content of the Site, nor incorporate into another site or other service any intellectual property of Providers or their licensors.
You agree to comply with all laws, rules and regulations, as the case may be, depending upon the location of the Authorized User, that are applicable to your use of the Site, including, without limitation, laws governing business practices, contract formation and interpretation, competition, export controls, and data privacy and protection and any international treaties.
13. General Disclaimer of Warranties; Limitations of Liability.
a. THE SITE, SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, TOOLS, AND DATA ARE PROVIDED BY PROVIDERS ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, TOOLS, AND DATA INCLUDED ON OR OFFERED BY THE SITE OR PROVIDED THROUGH THE SITE OR OTHER MEANS SHOULD NOT BE QUOTED OR OTHERWISE REFERRED TO IN ANY FINANCIAL STATEMENTS OR IN ANY OTHER DOCUMENTS, NOR SHOULD ANY OF THEM BE FURNISHED TO ANY GOVERNMENTAL AGENCY OR OTHER PERSON OR ENTITY, UNLESS REQUIRED BY LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVIDERS AND THEIR RESPECTIVE AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, CLAIMS, OR REPRESENTATIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, AND NON-INFRINGEMENT, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, COURSE OF CONDUCT, OR TRADE USAGE WITH RESPECT TO THE OPERATION OF THE SITE, SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, TOOLS, OR DATA INCLUDED ON OR OFFERED BY THE SITE OR PROVIDED THROUGH THE USE OF THE SITE OR OTHER MEANS.
PROVIDERS AND THEIR RESPECTIVE AFFILIATES DO NOT REPRESENT OR WARRANT: (i) THAT THE SITE AND/OR ANY SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, TOOLS, OR DATA INCLUDED ON OR OFFERED BY THE SITE OR PROVIDED THROUGH THE SITE OR OTHER MEANS WILL MEET YOUR NEEDS OR BE CORRECT, ACCURATE, TIMELY, RELIABLE, OR FREE FROM ERRORS; (ii) THAT DEFECTS WILL BE DETECTED OR CORRECTED; (iii) THAT THE OPERATION OF THE SITE OR SERVICE WILL BE UNINTERRUPTED OR AVAILABLE; OR (iv) THAT THE SITE, ITS SERVERS, OR ANY E-MAILS SENT FROM PROVIDERS OR THEIR RESPECTIVE AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
b. PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LAW OR EQUITY, WHETHER FOR BREACH OF CONTRACT, TORT, INDEMNITY, CONTRIBUTION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROFITS OR SALES, INTERFERENCE WITH COMMERCIAL RELATIONSHIP OR PROSPECTIVE BUSINESS RELATIONSHIP, BUSINESS INTERRUPTION, LOSS OF INFORMATION, INACCURATE DISCLOSURE OR FAILURE TO DISCLOSE, OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE SITE OR THE SOFTWARE, CONTENT, INFORMATION, MATERIALS, SERVICE, DOCUMENTATION, REPORTS, TOOLS, OR DATA PROVIDED THROUGH THE SITE OR OTHER MEANS INCLUDING, BUT NOT LIMITED TO, INDIRECT, THIRD PARTY, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE FOREGOING AND SUBJECT TO ANY APPLICABLE LAW, IN THE EVENT PROVIDERS ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO US$10,000 (OR THE FOREIGN CURRENCY EQUIVALENT THEREOF) IN THE AGGREGATE FOR ANY AND ALL FOREGOING CLAIMS OR DAMAGES OF ANY KIND. FURTHER, THE FOREGOING LIMITATION OF LIABILITY EXTENDS NOT ONLY TO PROVIDERS BUT ALSO TO PROVIDERS’ LICENSORS AND THE AFFILIATES OF PROVIDERS AND THEIR LICENSORS.
c. CERTAIN LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER SUCH APPLICABLE LAW.
14. Disclaimer of Warranties; Limitations of Liability for Forecasting Tools. This Section 14 shall only apply to Authorized Users in the United States. Providers may, in their sole discretion and without any obligation, make the tools described in this Section 14 available to Authorized Users in jurisdictions outside of the United States, whereupon this Section 14 shall apply to Authorized Users in such jurisdictions without any further action on any party’s part.
a. ALL GENERAL DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 13 (General Disclaimer of Warranties; Limitations of Liability) ARE INCORPORATED BY REFERENCE INTO THIS SECTION AS IF FULLY SET FORTH IN THIS SECTION.
b. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THE FOLLOWING SHALL APPLY TO ANY AND ALL FORECASTING TOOLS (together, as used in this Section, the "tools"), FORECASTS, RESULTS, OUTPUTS, OUTCOMES, INTERACTIVE VISUALS, AND ANY AND ALL DATA GENERATED FROM THE USE OF TOOLS:
i. forecasts, results, outputs, outcomes, interactive visuals, and any and all data generated by, from, and through the tools are expressions of opinion, not statements of fact, which relate to future or contingent events, expectations, or probabilities which may or may not occur;
ii. there are no assurances that forecasts, results, outputs, and outcomes will actually be realized in whole or in part;
iii. even if the forecasts, results, outputs, and outcomes are substantially realized, there are no assurances that they will have the expected consequences to or effects on your business or operations;
iv. past results are not a guaranty of future forecasts, performance, results, outputs, or outcomes;
v. the tools, forecasts, results, outputs, outcomes, interactive visuals, and any data generated from the use of the tools are based on certain assumptions, business rules (disclosed and undisclosed), third party purchased or publically available statistical models, sources of internal and external inputs and variables, and analyses we have made in light of our experience and our perception of historical trends, current conditions, expected future developments, and other factors we believe are appropriate, but there is no guaranty that any assumption, business rule, statistical model, source of internal and external input and variable, or analysis we have made is accurate, correct, complete, or suitable for your specific business and/or operational needs or use, any other purpose, or that any of them will accurately forecast future results, outputs, or outcomes;
vi. whether actual results, outputs, and outcomes will conform with forecasts generated by and from the tools are subject to a number of factors, risks, errors, inaccuracies, and uncertainties beyond our control, and you assume all risks resulting from the use of and reliance upon the forecasts, results, outputs, and outcomes arising from the use of the tools, interactive visuals, and any data generated from the use of the tools;
vii. the tools, forecasts, results, outputs, outcomes, interactive visuals, and any data generated from the use of the tools are intended to serve only as a data point for general comparisons and evaluations, but not as the sole or primary basis upon which any specific conduct, action, omission, or decision is recommended or undertaken;
viii. the tools, forecasts, results, outputs, outcomes, interactive visuals, and any data generated from the use of the tools are not a substitute for the exercise of your own experience, expertise, judgment, and consultation with other resources available to you including, without limitation, your tax, legal, accountant, and other advisors or experts;
ix. you should make or have made your own independent inquiry and investigation into the forecasts, results, outputs, and outcomes, and based thereon have formed or will form an independent judgment concerning, the use, reliance on, and application of the tools, forecasts, results, outputs, outcomes, interactive visuals, and any data generated from the use of the tools on your business or operations;
x. you have not relied and will not rely on any statement, material, or advisements related to the use of the tools, forecasts, results, outputs, outcomes, interactive visuals, and any data generated from the use of the tools to make business or operational decisions or for any other purpose;
xi. any confidence levels in any particular forecast, result, output, or outcome, even if expressed as a specific numeric percentage (e.g., 75%) including, without limitation, any upper or lower forecast bounds, do not mean that any particular forecast, result, output, or outcome has that percentage of likelihood;
xii. many data analyses yield correlations that might or might not reflect causation. Some data analyses develop imperfect information, either because of limitations of the algorithms, or by the use of biased sampling;
xiii. real-world data can contain extreme events or outliers. Outliers may be real events that, by chance, are overrepresented in the data, or they may be the result of data-entry or data-transmission errors. In both cases, they can skew the model and degrade performance;
xiv. customer profiles or tapestries (collectively, "Profiles") result from the aggregation of purchase patterns, activities on websites, mobile, social media, ad network interactions, demographic, and other diverse data sets and may be enhanced with information from public records or other commercially available sources. These Profiles are algorithmically analyzed to segment customers into categories, often with illustrative names that help identify populations. Even when Profiles are statistically valid, there is uncertainty that discovered properties of groups apply to a particular individual in the group. It is important to note that the group properties may be untrue about a particular individual in the group;
xv. the tools, forecasts, results, outputs, outcomes, interactive visuals, and any and all data generated by, from, and through the tools are to be used solely for legitimate commercial purposes and any use contrary to law or in furtherance of any unlawful purpose including, without limitation, violating privacy rights, nondiscrimination laws, or any other applicable law or regulation is strictly prohibited. Any use other than for legitimate commercial purposes is subject to the termination of your rights to use the Site; and
xvi. Providers are not in the business of supplying information for your guidance or for the guidance of any others in their business transactions or management of operations. Rather, any tool is provided as incidental to other business relationships that you have or may have with Providers.
16. Confidentiality and Proprietary Rights.
a. Providers Information.
iv. Restrictions. You may not: (1) modify, adapt, translate or create derivative works based upon Providers Property; (2) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to discover the source code of any of the Site's Software, or reduce such Software to a human readable form, or permit third parties to do so, or print or copy the HTML or other computer programs that are viewable at the Site; (3) resell, sublicense, publicly display, perform, distribute or publish Providers Property, or any copy, except that you may distribute permitted copies as incidental to your business activities conducted on the Site; (4) remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notices affixed to or contained within the Site and the products and services offered therein; (5) create any frames at any other websites pertaining to or using any of the information provided through the Site; or (6) incorporate any of the information made available by the Site in any other database or compilation, unless expressly permitted by Providers in writing.
b. User Information.
For the avoidance of doubt, you expressly grant Providers the right to (A) repurpose and/or aggregate your data, customer data, vendor data, or distributor data in Providers' possession, whether collected by or through the Site or obtained by any other lawful means (collectively, "User Data"), (B) track, analyze, and/or create reports related to aggregate activity and/or aggregate results obtained in connection with your use of the Site or related to User Data and share all such reports, data, and information with Providers' affiliates, customers, and third parties, and (C) reproduce, use, prepare derivative works from, display, or distribute User Data to create, market, offer, or distribute products and services to Providers' affiliates, customers, and third parties, such as analytic reports; provided, however, that in each case, any User Data used excludes your personal information. You acknowledge and agree that Providers cannot guaranty that aggregated, non-personal information shared with affiliates, customers and third parties when combined and integrated with diverse data sets and subject to data mining and other kinds of analytics, whether existing now or in the future, will not reveal new, non-obvious, unexpected uses of data and sometimes personal information either through inference, new insights, or re-identifying previously aggregated, anonymous information.
With respect to the foregoing, where any relevant information or User Data contains personal information, outside of aggregated activity and/or aggregated results and/or on a non-anonymized basis such personal information shall only be shared with or provided to Providers' affiliates, customers, and third parties in compliance and in accordance with all applicable laws and privacy notices and as further outlined in Section 16(b)(iv) (Personal Information) below.
iv. Personal Information: The collection, use and disclosure of any personal information (whether known as personal data or otherwise) provided by you or by any Authorized Users in connection with the use of the Site and/or the provision of any products and services related thereto, will be subject the applicable Privacy Notices and Policies (links to which are provided above) and anything agreed in any financing or other agreement between you and a Provider.
18. Third Party Sites. The Site may contain links and pointers to other internet sites or resources. Links to and from the Site and other third party sites do not constitute an endorsement by Providers or any of their respective affiliates of any third party resources or their content. Providers make no representation or warranty regarding, and take no responsibility for, the accuracy, content, or any other aspect of these sites and disclaim any liability to you in connection with such sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.
19. Telecommunications Equipment and Charges. You are solely responsible for any and all telephone and other communications charges and equipment costs relating to your use of the Site. All transmissions by you via the Site shall be at your sole risk, and Providers shall not be responsible for any communications line failure, equipment, or systems failure or other occurrence.
a. In accordance with Section 3 (Registration) and Section 4 (Passwords and Security), the Site will allow you to access Providers' system via an internet connection for the purposes of allowing you to obtain certain information regarding the amount which you owe to Providers and to pay Providers, which will include the amount of principal and/or any curtailment payments, interest, fees and charges you owe to Providers.
c. There are two account options as set forth in the following Sections 20(c)(i) and (c)(ii):
i. Automatic/Pre-Authorized Direct Debits. To provide Providers with the authority to automatically initiate direct or pre-authorized debit entries to the Bank Account to pay any amounts which are due and owing under your financing or other agreements, by an election in the appropriate Form, you may irrevocably authorize Providers (A) to initiate direct or pre-authorized debit entries to the Bank Account such that any obligations under the financing or other agreements are paid when due and owing and (B) to take possession of funds in the Bank Account in the amount of such obligations for application to such obligations.
ii. Elective Direct Debits. If you do not authorize Providers to initiate automatic/pre-authorized direct debits pursuant to Section 20 (c)(i), COMS will allow you to select the payments of principal and/or curtailment, interest, insurance, fees and other charges which you elect to make to Providers. Upon selecting the particular items you wish to pay, you will enter the required authorization information to confirm the payments you wish to make. Upon doing so, you thereupon irrevocably authorize Providers to (A) initiate direct debit entries to the Bank Account in the amount you selected to pay the obligations and (B) to take possession of funds in the Bank Account for application to such obligations.
d. Providers will not be liable for the act or omission of any Automated Clearing House, financial institution, or any other entity or person who has obtained unauthorized access to the Site. You acknowledge that errors may occur in the direct debiting process, and you will immediately notify Providers if the amount of any direct debit entry that Providers initiate does not conform to the amount you authorized. You agree, however, that if Providers initiate a direct debit entry that exceeds the amount you authorized, Providers' liability for any such error will be limited to a prompt credit by Providers to your account of the amount of the entry that exceeds the amount you authorized.
e. From time to time, an affiliate of Providers may provide financing to your customer for the purchase of an item of inventory financed by Providers. When such a program is available, and provided you have not opted out of such a program after having been given an opportunity to do so, you agree that payment to Providers for such inventory may be effected electronically through the auto-settlement process by which Providers' affiliate will pay Providers directly for such inventory. Such transactions will be reflected automatically on your account.
21. Locator Transfer Program. The Locator Transfer Program ("LTP") functionality, described below, may not be available in all jurisdictions. If LTP is not available in your jurisdiction, this Section does not apply to you. LTP is designed to allow dealers of participating manufacturers and distributors (a "Participating Manufacturer") to, within the Site, locate inventory that is held by other dealers of such Participating Manufacturers (for the purposes of this Section, inventory obtained from Participating Manufacturers which is financed by Providers is hereafter defined as "Inventory"). A dealer who is interested in purchasing a unit of Inventory located through LTP ("Buyer") may then directly contact the identified dealer who may be interested in selling the Inventory ("Seller"). It may be possible to electronically effect the transfer of the Inventory between dealers through the Site (for purposes of this Section, each an "Electronic Transfer").
In addition to the disclosure set out below, information about you such as your geographic location, the model numbers of your Inventory, your name, and your telephone number will all be made available by Providers to all other participating dealers through the Site. If Electronic Transfer is available for the Inventory in question, once contact is made between Buyer and Seller, said parties will exchange their dealer numbers for the purpose of completing the transaction electronically. Buyer assumes and agrees to pay to Providers the balance owing to Providers from Seller for such Inventory, in accordance with and pursuant to Buyer’s financing or other agreements with Providers. Buyer and Seller agree that the balance owing to Providers for such Inventory is as set forth in the dealer transfer transaction form completed in connection with the transaction and Buyer and Seller waive all defenses or claims they may have against Providers with respect to such Inventory.
ISSUES SUCH AS LOGISTICS, DELIVERY FEES, COMPENSATION (APART FROM THE INDEBTEDNESS SET OUT IN THE APPLICABLE DEALER TRANSFER TRANSACTION FORM), COMPLETION AND EXECUTION OF SALE DOCUMENTATION AND ANY TAXES (INCLUDING, WITHOUT LIMITATION, ANY SALES, GOODS AND SERVICES OR VALUE-ADDED TAXES), ARE TO BE DETERMINED BETWEEN THE BUYER AND THE SELLER WITHOUT THE INVOLVEMENT OF, OR RECOURSE TO, PROVIDERS.
If Electronic Transfer is available for the Inventory in question, Buyer and Seller may be required to electronically complete a dealer transfer transaction form which will disclose Seller's indebtedness to Providers with respect to the particular unit of Inventory to be sold. If such dealer transfer transaction form is required and completed, Providers may directly, or through the appropriate Participating Manufacturer (at Providers' sole discretion and without recourse to Providers or any Participating Manufacturer), either accept or reject the proposed transaction. If the proposed transaction is accepted, you authorize Providers to complete the transaction electronically. In other instances, a Participating Manufacturer may require its approval before an Electronic Transfer of Inventory may occur between Buyer and Seller.
22. Service Levels. Providers do not guarantee that the Site will be operable at all times or during any down time (a) caused by outages to any public internet backbones, networks, or servers, (b) caused by any failures of your equipment, systems, or local access services, (c) for previously scheduled maintenance, or (d) relating to events beyond Providers' (or their respective affiliates') control such as strikes, riots, insurrection, fires, floods, explosions, war, attacks, governmental action, labor conditions, earthquake, natural disasters, or interruptions in internet services to an area where Providers (or their respective affiliates) or you are located or co-located.
24. Jurisdiction and (for US Only) Binding Arbitration; Jury Trial Waiver; Class Action Waiver.
a. Jurisdiction; Treatment of Certain Disputes. You hereby consent to the exclusive jurisdiction of and venue of the Applicable Jurisdiction for the adjudication of any Disputes, and will not assert lack of personal jurisdiction or inconvenient forum as a defense. "Applicable Jurisdiction" means (i) for Authorized Users located in the United States, the Circuit Court of Cook County, Illinois and the United States District Court for the Northern District of Illinois in Chicago and (ii) for all other Authorized Users, the jurisdiction designated in the applicable financing agreement or manufacturer/distributor/vendor agreement or if there are no such agreements then any other agreement with the applicable Provider or if none, the jurisdiction in which such Authorized User is located. Notwithstanding anything in Section 24(b) or Section 24(d) to the contrary, Disputes regarding any dispute, claim, or controversy about the validity or enforceability of all or any portion of Section 24(b) or Section 24(d) are for a court and not an arbitrator to decide.
b. (US Only) Binding Arbitration. This Section 24(b) shall only apply to Authorized Users located in the United States.
i. Any Dispute must be submitted and settled as set forth in this Section 24(b).
ii. Any Dispute will be submitted to the JAMS, Inc. office located closest to Chicago, Illinois, for binding arbitration in accordance with JAMS Streamlined Arbitration Rules & Procedures then in effect, as amended by this Section 24(b) (except for any rule and procedure in conflict or inconsistent with the provisions of this Section 24(b)). The Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended from time to time, shall govern all arbitration(s) and confirmation proceedings under this Section 24(b).
iv. In the event any provision of this Section 24(b) is found to be unenforceable or invalid, or for any action confirming, vacating, modifying, or correcting an arbitration award, you hereby consent to the Applicable Jurisdiction.
27. Language. For Authorized Users in Canada only:
Vous exprimez votre désir explicite que les présentes conditions d’utilisations, de même que tous documents se rapportant aux présentes ou y ayant trait, seront en anglais.