Please note that these Terms include an Agreement to Arbitrate and Agreement on Dispute Resolution Terms.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM. BY USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, THEN PLEASE DO NOT USE OUR PLATFORM.
1. Your Agreement. These Terms govern your use of the Platform. Please read these Terms carefully as they impose legal obligations on you and us. By accessing and using our Platform, you acknowledge and agree to be legally bound by these Terms. In addition, for certain Services, we may further confirm your consent by asking you to click an "I accept" or similar button. If you do not agree with these Terms, please refrain from using our Platform.
2. Grant of Rights to Users. Based on your agreement to comply with these Terms, we grant you the right to access and use all publicly available areas of our Website, Website Content (as defined below), and Services in order to: (i) learn more about us and our services; (ii) provide information to us through our Website; (iii) download and print pages on our Website; and (iv) access Services available through the Website (collectively, the "General Permitted Purposes"). We strictly prohibit use of the Website, Website Content, and Services for any purpose other than the General Permitted Purposes.
3. AAANE Ownership; Reservation of Rights. All information, articles, resources, software, artwork, trademarks, text, video, audio, pictures, logos, and other content on the Platform, including all associated intellectual property rights (collectively, the "Website Content"), are the property of AAANE and its licensors, are protected by U.S. and international copyright and other intellectual property laws, or are used under principles of fair use. AAANE and its licensors retain all rights with respect to the Platform except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the Website Content or other components of the Platform unless specifically authorized in writing to do so by AAANE. The term "Website Content" expressly excludes Submitted Content.
4. Submitted Content. The term "Submitted Content" means information that you submit to our Website or otherwise make available to us, including, but not limited to: (i) feedback, comments, and suggestions you provide to us; (ii) questions or comments that you provide to us; (iii) images and audiovisual files that you provide to us; and (iv) any other information or materials you provide to us or post directly or indirectly on our Website.
4.2 Requisite Permission for Providing Submitted Content. By providing Submitted Content, you represent and warrant that you own such Submitted Content (including any copyright and other intellectual property rights therein), or that you have obtained sufficient authority and right in and to the Submitted Content in order to provide the Use Rights.
5. Code of Conduct; Revocation or Suspension of Use Privileges. By using our Website, you agree to comply with these Terms, and to follow our code of conduct (the "Code of Conduct"), which is set out below. Under this Code of Conduct, you shall not:
- Use the Platform for purposes that are unlawful, obscene, harmful, hateful, invasive of the privacy of others, objectionable, or otherwise prohibited by these Terms.
- Use the Platform in a manner that could disable, overburden, or impair Platform or interfere with another party's use and enjoyment of the Platform, such as through sending "spam.
- Seek to obtain access to any Services, Website Content, materials, accounts, or information through hacking, data harvesting, data mining, or through other means we have not intentionally made available to you through the Platform.
- Infringe AAANE's or any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
7. Warranty Disclaimer. AAANE DOES NOT PROMISE THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR WITHOUT INACCURACIES. THE WEBSITE, WEBSITE CONTENT, AND SERVICES ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS THE WEBSITE OR WEBSITE CONTENT, OR USE THE SERVICES, YOU DO SO AT YOUR OWN RISK.
AAANE DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM OR ACCESS VIA THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES OR INACCURACIES. AAANE DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL AAANE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF, OR ARE RELATED TO, YOUR USE OF THE PLATFORM. IN NO EVENT SHALL AAANE'S AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE, OR CLAIM RELATED TO OR ARISING OUT OF THE PLATFORM EXCEED U.S. $100.00. THESE LIMITATIONS DO NOT APPLY WHERE EXPRESSLY PROHIBITED BY THE LAW OF YOUR STATE.
9. Indemnity. You agree to defend, indemnify, and hold AAANE and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of these Terms, including, without limitation, a claim that Submitted Content or other material that you provide to us violates rights held by a third party or applicable law.
10. Monitoring Website Use. You agree that we have the right and discretion to monitor any activity and content associated with our Platform. We may investigate any reported violation of these Terms or complaints relating to the Platform, and may take any action that we believe is appropriate including, but not limited to, removing materials and terminating/suspending your access to the Platform.
11. Modifications to these Terms. If we modify these Terms, then such modifications shall take effect proactively, upon your subsequent access to the Platform. You may print out a copy of these Terms for your records. Your continuing agreement to changes in the Terms following notification constitutes acceptance of the changes.
12. Assignment. These Terms shall not be assignable by you, either in whole or in part. We reserve the right to assign the rights and obligations under these Terms for any reason and in our sole discretion.
13. General. These Terms shall be governed in all respects by the laws of the State of Rhode Island, without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in, the state and federal courts sitting in Rhode Island. The parties further agree that any cause of action arising under these Terms shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
14. Claims Against Other Users. You agree that in the event that you have any right, claim, or action against visitors or other users of our Platform arising out of that person's use of the Platform, then you will pursue such right, claim, or action independently of and without recourse to us.
15. Translations. These Terms may be translated into languages other than English (collectively, "Translations"). Any communications sent by us to you shall be sent in English. Dispute resolution procedures arising out of either these Terms or the Translations shall be conducted in English, and the English version of these Terms shall control over the Translations.
16. Survival. In addition to any right or obligation that by its nature or intent is intended to survive any termination or expiration of these Terms, the following provisions shall survive the termination or expiration of these Terms and shall apply indefinitely: (i) Section 3 (AAANE Ownership; Reservation of Rights); (ii) Section 4 (Submitted Content); (iii) Section 7 (Warranty Disclaimer); (iv) Section 8 (Limitation of Liability); (v) Section 9 (Indemnity); (vi) Section 13 (General); and (vii) Section 16 (Survival).
17. Contact Us. If you would like to contact us, please call us at 1-844-565-0447 during our business hours or via mail at AAA Northeast, 110 Royal Little Drive, Providence, RI 02904, Attention: Legal Department.
18. Additional Terms. Certain portions of the Website and Services may be subject to additional or different terms and conditions. We will notify you if those portions of the Website or Services are subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in those portions of the Website or applicable Services if you do not agree with the differing terms and conditions.
21. Copyright and Legal Notice. © 2023 AAA Northeast. All rights reserved. No part of this content may be reproduced, or stored in any form without written permission from AAA Northeast.
AGREEMENT TO ARBITRATE AND AGREEMENT ON DISPUTE RESOLUTION TERMS
You and AAANE ("the Parties") agree to use their best efforts to settle any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Services, the Program, or the Terms ("Dispute") Dispute directly through consultation and good faith negotiations, which shall be a precondition to either Party initiating a lawsuit or arbitration ("Action"). If you have a Dispute with us, you must send an individualized, written notice describing the Dispute to us via email to firstname.lastname@example.org. If we have a Dispute with you, we will send a written notice to you using the contact information we have for you. Promptly following receipt of such notice, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Dispute covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if we are represented by counsel, our counsel may participate in the conference as well, but we agree to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the voluntary dispute resolution process required by this paragraph.. If the Dispute is not resolved within 60 days of the opposing Party receiving the notice, then either you or we may proceed with an Action. Failure to complete the Voluntary Dispute Resolution procedures is grounds for dismissal of any Action. If a Party brings an Action without following the Voluntary Dispute Resolution Procedures, such Party is required to pay any reasonable costs and fees of the other Party.
A. All Disputes will be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any dispute. You and AAANE expressly delegate to the arbitrator the authority to determine the arbitrability of any dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.
B. In the event that there is a unresolved dispute between you and AAANE, or between you and any third-party service provider acting on behalf to AAANE, arising out of or relating to federal or state statutory claims, common law claims, these Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim or controversy will be, to the fullest extent permitted by law, determined by arbitration in Providence, Rhode Island before one arbitrator.
C. The parties agree to submit the dispute to binding arbitration in accordance with the Consumer Arbitration rules of the American Arbitration Association (“AA Association”) then in effect. Except as otherwise provided herein, the arbitrator will apply the substantive laws of the State Courts of Rhode Island and United States District Court located in Rhode Island, without regard to conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AA Association to appoint an arbitrator, who must satisfy the same experience requirement. The arbitrator will decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (the “FAA”). The parties also agree that the AA Association’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator will be final and binding, and no party will have rights of appeal except for those provided in section 10 of the FAA. Each party will bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator will have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator will have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator will have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this agreement to arbitrate is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this agreement to arbitrate or invalidate or render unenforceable such term or provision in any other jurisdiction.
D. The arbitration shall be conducted via electronic or telephonic means, unless the Arbitrator believes, in the interests of justice, that the arbitration should be conducted in person. If the party seeking arbitration fails to appear at the administrative conference regardless of whether such party's counsel attends, the Arbitrator will administratively close the arbitration proceeding without prejudice, unless such Party shows good cause as to why they were not able to attend the conference.
E. In lieu of arbitration, either you or AAANE may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. If a Dispute qualifies for small claims court, but a Party commences an arbitration proceeding, the other Party may elect instead to have the Claim resolved in small claims court, and upon written notice of a Party’s election, the arbitrator will administratively close the arbitration proceeding.
F. Waiver of Jury Trial and Right to Bring Class Actions and Representative Claims
THE PARTIES AGREE TO ARBITRATE OR BRING ANY CLAIM SOLELY ON AN INDIVIDUAL BASIS, AND THESE TERMS DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL, AND ANY COURT TRIAL OF A DISPUTE ARISING UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS OR REPRESENTATIVE ACTION.
G. If a court decides that applicable law precludes enforcement of any of the preceding paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) will remain in court and be severed from any other proceeding or arbitration.
H. This Agreement to Arbitrate will be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act, and the terms contained herein will survive, even after you stop using the Services and/or Platform.