Updated July 8th, 2024
Byron Labs, Inc., with offices at 1 Washington Mall, Suite 1100, Boston, MA 02108 (“Byron Labs” or “we”, “us” or “our”), provides authorized customers with access to and use of a proprietary SaaS platform, which platform allows purchasing groups, buying groups, purchasing cooperatives, and group purchasing organizations to offer digital experiences, products, and services to the independent businesses they serve and the suppliers with whom they partner. This proprietary platform and all related SaaS services provided by Byron Labs to website visitors and authorized customers are collectively referred to as the “Services”.
1. Acceptance of Terms. The terms of use (the “Terms of Use” or “Terms”) form part of the Agreement between you (together with the entity that you represent, “Customer,” “you” or “your”) and Byron Labs, establishing the terms and conditions under which you may access and use the Services. The “Agreement” means, collectively, and to the exclusion of all other terms, your Order Form(s) (as defined in Section 3), the most current version of these Terms, the below-referenced Privacy Policy, and your Byron Labs invoice(s).
BY SIGNING AN ORDER FORM OR ACCESSING OR USING THE SERVICES, YOU: (I) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT; (II) COVENANT TO ENSURE THAT ALL AUTHORIZED USERS THAT GAIN ACCESS TO THE SERVICES THROUGH YOU ARE BOUND BY THE AGREEMENT; (III) UNDERSTAND THAT THE AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS; (IV) UNDERSTAND THAT THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU: (1) SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, (2) WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS (NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION), (3) WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS, AND (4) MAY NOT BE ABLE TO HAVE CLAIMS AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Byron Labs reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on our website. Revisions to the Terms are effective upon the first renewal of your subscription following such posting. Your subscription or renewal of your subscription to any Services after a revised version of the Terms have been posted on our website constitutes your binding acceptance of the revised Terms.
2. Privacy Policy. The terms and conditions of Byron Labs’ Privacy Policy located at joinband.com/privacy-policy (the “Privacy Policy”) apply to your use of our Services, are incorporated by reference into these Terms, and form an integral part of the Agreement.
3. Order Forms; Authorized Users. You may subscribe to our Services through completion of one or more order form(s) (the “Order Form(s)“), which Order Forms are part of the Agreement. Any such Order Forms are binding and, except as expressly set forth in the Agreement, any amounts you pay thereunder are non-refundable. Subject to the terms of the Agreement, Byron Labs hereby grants to you, during the Term (as defined in Section 14), a limited, non-exclusive, non-transferable, non-sublicensable right and license for your Authorized Users to access and use the Services solely for internal business purposes. No rights or licenses are granted except as expressly set forth herein.
“Authorized User(s)” means the following parties authorized by Customer to access and use the Services pursuant to the terms and conditions of this Agreement: (i) Customer members that obtain products and/or services from Customer vendors; (ii) Customer vendors of products and services; and (iii) Customer employees, contractors, and agents - provided, however, that any contractors’ or agents’ access to and use of the Services will be limited to their provision of services to Customer. Customer is responsible for the acts and omissions of its Authorized Users and any other person who accesses and uses the Services using Credentials (as defined below).
Each Authorized User must create/input a sign-in name, a password, and certain additional information, including a valid email address, that will assist in authenticating the Authorized User’s identity when logging into the Services (collectively, referred to herein as the Authorized User’s “Credentials”). Each Authorized User must provide true, accurate, current, and complete information in setting up and updating its Credentials. As between Byron Labs and Customer, Customer is solely responsible for the confidentiality and use of all Authorized Users’ Credentials, as well as for any use, misuse, or communications entered through the Services using any such Credentials. Customer will promptly inform Byron Labs of any need to deactivate any Credentials. Byron Labs reserves the right to delete or change any Authorized Users’ Credentials at any time and for any reason.
4. Paid Subscription Services. If you purchase Services on a subscription basis: (i) subject to the terms of the Agreement, Byron Labs will use commercially reasonable efforts to provide you with the Services and with Services-related support in accordance with Byron Labs’ current standard practices; (ii) Byron Labs hereby grants you a revocable, non-exclusive, nontransferable, non-sublicensable (except to your Authorized Users), worldwide right during your subscription term to access and use the Services solely for internal business purposes in accordance with the Agreement; (ii) the type of Services purchased, the fee rates, the subscription term, and the payment process will be set forth in your applicable Order Form. If you purchase annual subscription Services, your subscription will automatically renew for additional one-year terms unless you provide a notice of nonrenewal at least thirty (30) days prior to the end of the then-current subscription term. Upon any timely notice of nonrenewal for annual Services, you will continue to have access to the Services through the end of your then-current term, at which time your access to the Services will terminate. Your final invoice will contain any overage charges accrued during your final term. Applicable fee rates for renewal terms will be at Byron Labs’ then-current rates.
5. Fees; Taxes. You agree to pay all fees set forth in the applicable Order Form(s) (collectively, the “Fees”). If your use of the Services exceeds the Services capacity set forth on the Order Form, Byron Labs may invoice you for additional Fees at any time following the month in which you exceeded such Services capacity. Unless otherwise set forth in the applicable Order Form, Fees are payable in U.S. Dollars within thirty (30) days after Byron Labs has invoiced you. Except as expressly set forth herein, all fees are non-refundable once paid. Interest shall accrue on unpaid amounts at a rate of the lesser of one percent (1%) per month and the maximum rate permitted by Applicable Law, until such amounts are paid in full. You shall be liable to Byron Labs for all costs incurred by Byron Labs in its collection of any amounts owing by you which are not paid when due, including collection agencies’ and attorneys’ fees and expenses, regardless of whether a lawsuit is commenced.
Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Byron Labs will invoice you for all applicable federal, state, and local sales, use, excise, service, and similar transaction taxes (“Taxes”) now or hereafter levied in connection with provision of the Services. Customer must provide any applicable direct pay permits or tax-exempt certificates to Byron Labs prior to the execution of the Agreement. If Byron Labs is required to collect and remit Taxes on Customer’s behalf, Byron Labs will invoice Customer for such Taxes, and Customer will pay Byron Labs for such amounts in accordance with the payment terms set forth in the Order Form.
To the extent that you pay any Fees in advance pursuant to an Order Form, then, regardless of the Services subscribed to pursuant to such Order Form, the full amount of such advance shall be deemed to have been earned by Byron Labs at the end of such Order Form period, without any obligation to refund any such advance for any reason. If any Order Form or separate written agreement between Customer and Byron Labs identifies any money-back guarantee for certain Services, such guarantee shall be computed solely as set forth on such Order Form or agreement and solely for the amounts paid for such Services during the period of such guarantee specified in such Order Form or agreement and shall not be greater than the specific amount of such guarantee specified therein.
6. Intellectual Property Rights.
A. Our IP. As among you, your Authorized Users, and Byron Labs, all information, ideas, know-how, trade secrets, software, code, algorithms, text, Output Data (as defined in Section 6B) and other data, Feedback (as defined in Section 8), specifications, methods, techniques, graphics, photos, works of authorship, and other intellectual property of any kind relating to and/or embodied in the Services, whether or not patentable or protectable by copyright, and in each case including any modifications and improvements to any of the foregoing, whether such modifications or improvements are generated by Byron Labs, you, and/or your Authorized Users, individually or jointly (collectively, “Byron Labs IP”) belong solely and exclusively to Byron Labs. You hereby assign, and you shall ensure that your Authorized Users assign to Byron Labs, all right, title or interest in and to Byron Labs IP.
Except as expressly authorized by Byron Labs, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part, except that the foregoing does not apply to your own Customer Data (as defined below) that you legally upload to the Services. Nothing in the Agreement or in your or your Authorized Users’ use of the Services shall be construed as granting, by implication, estoppel, or otherwise, any license or right in or to any Byron Labs IP.
B. Your IP. You shall own all right, title and interest in and to any data that you and your Authorized Users upload through use of the Services (the “Customer Data”). You are solely responsible for the accuracy and legality of all Customer Data submitted through the Services. You hereby grant Byron Labs a fully paid up, royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable (through multiple tiers), license to use Customer Data: (i) to provide the Services to you and your Authorized Users; and (ii) in order to: (A) analyze, diagnose, develop, and improve the Services, including through the use of automatic or machine learning; (B) monitor and collect usage data relating to the Services; and (C) combine Customer Data with other data in an anonymized or deidentified format and use such aggregated and deidentified data for any purpose – all such data under Section 6B(ii), collectively, the “Output Data”.
If Byron Labs shares Output Data with you, then, subject to the terms of the Agreement, Byron Labs grants you a non-transferable, non-sublicensable, non-exclusive license to use Output Data solely for your internal business purposes and not for the benefit of a third party.
7. No Unlawful or Prohibited Use. You shall not, directly or indirectly: (i) allow anyone other than Authorized Users to access or use the Services; (ii) allow an Authorized User to share its Credentials with any third party; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services; (iv) modify, translate, or prepare derivative works of the Services; (v) otherwise commercialize or attempt to commercialize any portion of the Services or Byron Labs IP; (vi) publish or disclose to any third party any evaluation of the Services; (vii) interfere with or disrupt the integrity or performance of the Services; (viii) engage in any data mining, robots, scraping or similar data gathering or extraction methods; (ix) implement any measures to circumvent blocking of the Services if Byron Labs blocks you from use of the Services; (x) submit to Byron Labs any materials you do not have a right to submit under any law or under contractual or fiduciary relationships; (xi) infringe upon or violate our intellectual property rights or the intellectual property rights of others; (xii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (xiii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (xiv) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services to which you are subscribed; (xv) take any action that impedes or interferes with others’ access and use of the Services; (xvi) use the Services in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (xvii) introduce to the Services any code, program, or device designed to disrupt, modify, access, delete, damage, deactivate, disable, or otherwise impede the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices); (xviii) use the Services in any manner which, in Byron Labs’ sole judgment, may expose Byron Labs or its users to any harm or liability of any type; (xix) violate any applicable local, state, national or international law, or any regulations having the force of law.
Byron Labs reserves the right to investigate and take appropriate legal action against anyone who, in Byron Labs’ sole discretion, violates these provisions, including, without limitation, reporting such parties to the law enforcement authorities.
8. Feedback. From time to time, you may send us unsolicited information or materials, including, without limitation, ideas or suggestions related to new or improved products, services, enhancements, names, technologies, advertising and marketing campaigns, plans or promotions (collectively, “Feedback”). Byron Labs does not want to receive confidential or proprietary information from you through the Services, and you agree never to send to Byron Labs any Feedback that would violate or infringe any copyrights, trademarks, or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. By sending Byron Labs any Feedback you grant to Byron Labs, its affiliates and subsidiaries, an unrestricted, perpetual, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such Feedback, and you also agree that Byron Labs is free to use any such Feedback for any purpose, without attribution or compensation to you of any kind. Notwithstanding the foregoing, Byron Labs has no obligation to review, preserve, or use any Feedback.
9. Customer Data. With respect to the Customer Data or other materials you email or submit through the Services, you represent and warrant that you own all right, title, and interest in and to such Customer Data, including, without limitation, all copyrights and rights of publicity contained therein. You acknowledge and agree that Byron Labs may preserve Customer Data and may also disclose Customer Data in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal or regulatory process, applicable laws or government requests; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Byron Labs, its users, and/or the public.
10. Links to Other Websites. You acknowledge that: (i) the Service use the Internet for data transfer and storage; (ii) while Byron Labs uses commercially reasonable security measures with respect to such servers, no security measures are 100% effective, and (iii) Internet communications have inherent insecurities. As such, Byron Labs does not represent or warrant the security of Customer Data or the Services generally.
Our Services may contain links to other sites operated by third parties that we provide only as a convenience to you to access those third-party websites. If you click on a third-party link that we provide via our Services, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of the third-party sites you visit. We have no control over and assume no responsibility for the content, privacy policies, terms of use, or practices of any linked third-party sites or services.
11. No Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BYRON LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. BYRON LABS DOES NOT WARRANT THAT ACCESS AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BYRON LABS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT BYRON LABS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION NECESSITATED BY YOUR USE OF THE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
12. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL BYRON LABS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES THAT: (I) RESULT FROM THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICES; OR (II) THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN OR DELAYS IN TRANSMISSION OF INFORMATION TO OR FROM YOU OR BYRON LABS, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SERVICES, OR VIRUSES OR HACKING INCIDENTS – IN EACH CASE EVEN IF BYRON LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BYRON LABS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE TOTAL FEES PAID BY YOU TO BYRON LABS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO THE CAUSE(S) OF ACTION.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF THIS IS THE CASE, IN NO EVENT SHALL BYRON LABS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER THE CAUSE OF ACTION IS IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES.
THE SECTIONS TITLED “NO WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER APPLICABLE LAW. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID OR FOR ANY REASON UNENFORCEABLE UNDER APPLICABLE LAW, THEN THESE PROVISIONS SHALL BE DEEMED SEVERABLE AND ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE INVALIDITY OF ANY SUCH PORTION OF THESE SECTIONS SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS OF THESE TERMS.
13. Indemnification. You hereby agree to indemnify, defend, and hold Byron Labs and its affiliates, and each of Byron Labs and Byron Labs affiliates’ respective directors, officers, stockholders, employees, and agents (collectively, “Indemnitees”) harmless from any and all liability actions, proceedings, claims, demands, costs, expenses (including reasonable attorneys’ fees), losses and damages whatsoever arising out of or in connection with your use of and/or connection to the Services; your uploading and use of any Customer Data; your provision of Feedback; your warranty that you have the rights to provide any such Feedback to Byron Labs; any Taxes and/or related costs, interest, and penalties paid or payable by Byron Labs on Customer’s behalf; and any other violation of the Agreement or of any rights of a third party. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you hereby explicitly waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
14. Term; Termination. These Terms shall apply to your access of and use of the Services for as long as you access and use the Services. If you have paid for subscription Services, the term of your subscription shall be for the initial term set forth in the Order Form, which shall (unless otherwise set forth in the applicable Order Form) automatically renew for additional periods of the same duration as the initial term (collectively, the “Term”), unless either party notifies the other party written notice of nonrenewal at least thirty (30) days prior to the end of the then-current initial (or renewal) term, requesting termination of the Agreement.
Byron Labs, in its sole discretion, may suspend or terminate your use of the Services and may remove and discard any Customer Data or other data, for any reason, including, without limitation, if Byron Labs believes that you have violated or acted inconsistently with the letter or spirit of the Agreement. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may also be referred to appropriate law enforcement authorities. Byron Labs may also in its sole discretion and at any time discontinue providing the Services, or any portion thereof, with or without notice. You agree that any termination of your access to the Services may be effected without prior notice, and that Byron Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. If Byron Labs terminates your access to the Services for any reason other than your breach of the Agreement, then Byron Labs will refund you the prorated portion of any Fees which you have paid but not yet used. Except for the foregoing limited circumstance, Byron Labs will not be liable to you or any third party for any termination of your access to the Services. Accrued obligations, defined terms, and the following Sections of the Agreement shall survive any termination thereof: the recitals, Section 1,Sections 5 through 13, and Sections 15 through 21.
15. Location and Governing Law. Byron Labs operates the Services from its offices located in Boston, Massachusetts, United States. The laws of the Commonwealth of Massachusetts shall govern the Agreement without giving effect to any principles of conflicts of law. The Services are designed to comply with the laws of the United States. Byron Labs makes no representation that the Services are appropriate or available for access in other locations, and access to the Services from other locations where illegal is prohibited. Those who choose to access the Services outside the United States do so at their own risk.
16. Dispute Resolution By Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. This Section 16 is referred to as the “Arbitration Agreement”.
A. Agreement to Arbitrate. You agree that any and all disputes or claims that have arisen or may arise between you and Byron Labs, whether arising out of or relating to the Agreement (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Arbitration Agreement, you and Byron Labs are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
B. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND BYRON LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BYRON LABS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER, APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
C. Pre-Arbitration Dispute Resolution. Byron Labs is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing us at support@joinband.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Byron Labs should be sent to: Byron Labs Inc., Attn: ARBITRATION NOTICE, 1 Washington Mall, Suite 1100, Boston, MA 02108 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Byron Labs and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Byron Labs may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Byron Labs or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Byron Labs is entitled.
D. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of the Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Byron Labs and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Byron Labs agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or virtual hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
E. Costs of Arbitration. Payment of all filing, administration, arbitrator and attorney’s fees will be governed by the AAA Rules.
F. Confidentiality of Arbitration. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
G. Severability of Arbitration Clause. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Subsection B above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Subsection B are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Agreement will continue to apply.
H. Future Changes to Arbitration Agreement. Notwithstanding anything in the Agreement to the contrary, Byron Labs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Byron Labs written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). Notwithstanding the foregoing, if you allow your Agreement to renew for subscription term, you hereby accept the most current version of the Arbitration Agreement from such renewal date forward.
17. Severability. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
18. Publicity. Upon your purchase of any subscription Services, you hereby grant Byron Labs permission to use, display, and publish your name, trademarks, and logos in our marketing materials for the purpose of identifying you as a customer of Byron Labs.
19. Export Control. No part of our Services may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Services, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties.
20. Miscellaneous. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. The Agreement is not assignable, transferable, or sublicensable by you except with Byron Labs’ prior written consent. No agency, partnership, joint venture, or employer-employee relationship is intended or created by the Agreement or your use of the Services. Byron Labs’ failure to enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in the Agreement. No waiver shall be effective against Byron Labs unless made by Byron Labs in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed in writing by Byron Labs and you, the Agreement (as defined in Section 1) constitutes the entire agreement between you and Byron Labs with respect to the subject matter, superseding all previous and contemporaneous agreements, whether written or oral, between you and Byron Labs with respect to the subject matter. FOR THE AVOIDANCE OF DOUBT, THE AGREEMENT WILL APPLY UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT WITH BYRON LABS THAT EXPRESSLY REPLACES THE AGREEMENT.
21. Contact Us. If you have any questions about these Terms or any other portion of the Agreement, please contact us via email at support@joinband.com or via mail at Byron Labs, Inc., Attn: Terms of Use Legal Notice, 1 Washington Mall, Suite 1100, Boston, MA 02108. By contacting us, you understand and hereby consent to your personal information being transferred to and stored on databases in the United States and accessible to and used by Byron Labs in the United States for purposes such as marketing, research, and improvement of our Services. Subject to the terms of the Agreement, you may request access to, removal, or correction of your personal information by sending an email to support@joinband.com. Please review the full Privacy Policy for more information on your rights with respect to your personal information.
