Terms of Service
Welcome to Willingworth. Please read these terms of service carefully as this is a contract between you and Willingworth LLC, which governs your access and use of (1) the Willingworth mobile application; (2) the Willingworth website at willingworth.com; and (3) any written or electronic materials or features provided or made available by Willingworth (our “services”). Your use of our services constitutes your consent to this agreement. If you don’t agree with these terms of service, please don’t register for or use our services. By using our services, you confirm that you are of legal age to enter into this agreement.
“You" and “your” refer to each customer, visitor or user of any of our services. If you access or use our services on behalf of a company, organization, or other entity, then (1) “you” and “your” also refers to that entity, (2) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to these terms of service, and (3) you agree to these terms of service on that entity’s behalf. The materials in this web site are protected by copyright and trademark law.
By agreeing to these terms of service, you agree that any dispute arising from the use of our materials and services will be decided in binding Arbitration, under the terms in this agreement. In no case will disputes be decided by any court, jury trials, or class action, other than the arbitration tribunal stated in these terms of service, unless an exception applies.
Modification to Terms of Service
We reserve the right to modify these terms of service at any time. If we change these terms of service, we will notify you by email to the address associated with your account. We post the current version of these terms of service at http://www.willingworth.com/terms-of-service/. If you do not accept our changes, you must stop using our services and cancel your account by emailing us at support@ willingworth.com. By continuing to use our services after we publish or send a notice about our changes, you are consenting to our updated terms of service.
Disclaimer
Willingworth is not a law firm and does not provide legal advice. At no point is there an attorney-client relationship formed between you and us. Rather, we are an online service that provides access to wills and related forms and information, and their storage. Our services are meant to provide clarity and transparency during the estate planning and distribution process. Our services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, or if your matter is too complex to be addressed by our tools, consult a licensed attorney in your area. We review none of your documents or information for legal sufficiency or for the application of the law to the facts of your individual situation. We do not draw legal conclusions, nor do we provide legal advice, opinions, or recommendations about your legal rights, remedies, defenses, or options. We strive to keep the information and other resources available through our services accurate and current, but cannot guarantee it is correct, complete, or up to date. The law changes rapidly, may be subject to different interpretation by different courts, and may vary from jurisdiction to jurisdiction. As the law is a personal matter, no general form, tool, or resource can address every circumstance. If at any time you need legal advice for a specific problem, consult a licensed attorney in your area. By using our services, you acknowledge and agree:
· Willingworth is an online service that provides a platform for generating wills and related forms. Willingworth is not a law firm and does not provide legal advice. There is no attorney-client relationship formed between you and Willingworth (or any of Willingworth’s directors, officers, employees, advisors, contractors, agents, or affiliates) at any time. Any information you provide to us is not protected under the attorney-client privilege, and the documents generated using our services are not considered attorney work-product.
· Our services are not a substitute for the advice of an attorney. Your personal situation may involve difficult or complex questions of fact or law that require consultation with an attorney. Willingworth is incapable of — and not responsible for — identifying the situations in which legal representation may be recommended or necessary for planning your estate. It is your obligation and responsibility to determine whether to seek legal advice from an attorney.
· Though our services allow you to generate wills and related forms, you are solely responsible for verifying the accuracy of the information you provide and reviewing the documents generated for accuracy and completeness. You are also responsible for properly executing the documents you create. Without proper execution under the laws of your applicable jurisdiction, your documents may not be valid or enforceable. Willingworth is not responsible for following up, checking on your progress, or ensuring that you have properly executed your documents.
· Due to the constantly changing nature of the law and the variance in the laws of different jurisdictions, Willingworth cannot guarantee that the information or documents provided through our services is current or correct, or will be enforceable or valid in all states. You are solely responsible for determining whether the documents you create and generate through our services comply with the laws, regulations, and rules of your applicable jurisdiction.
· Your nominations for legal guardians and personal representatives or executors must be approved by the court. Though your choices may be given consideration and deference, it is ultimately the court that will determine who to appoint. It is up to you to determine whether your nominations meet the requirements for court approval and to seek legal advice as to how best make an appropriate nomination.
· The provisions within your estate planning documents may cause financial and tax consequences for your estate, your heirs, beneficiaries, representatives, and agents, and for those you nominate as guardians and personal representatives or executors. It is up to you to determine your rights and obligations under state and federal law, to determine whether to seek advice from a legal or tax professional regarding any financial and tax implications, and to inform any third parties (your heirs, beneficiaries, representatives, agents, nominated guardians and personal representatives or executors) of any potential rights or obligations. Willingworth does not – and cannot – provide financial or tax advice to you, or to your heirs, beneficiaries, representatives, agents, nominated guardians and personal representatives or executors.
If you do not agree with these provisions, you cannot use our services and must cancel your account by emailing us at support@willingworth.com.
Payment
You agree to pay us under our terms of sale. Certain aspects of our services may be provided for a fee or other charge. If you elect to use paid aspects of our services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges. Willingworth may add new services for additional fees and charges, or amend fees and charges for existing services, in its sole discretion. You authorize Willingworth to charge your credit card for all fees and charges incurred in connection with your use of our services, including Willingworth's fees, government fees, taxes and other third party fees.
If you register with us, you may cancel your account at any time; however, there are no refunds for cancellation. If Willingworth suspends or terminates your account or these terms of service, you understand and agree that you shall receive no refund or exchange for any Willingworth content, any unused time or service on a subscription, any license or subscription fees for any portion of our services, any content or data associated with your account, or for anything else.
You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with our services at the prices in effect when such charges are incurred. You will pay any taxes relating to any such purchases, transactions or other monetary transaction interactions.
Change of Services
We retain the right to change or stop providing services and features. We may, without prior notice, change our services, stop providing our services or features of our services, or create usage limits for our services. We may permanently or temporarily terminate or suspend your access to our services without notice and liability for any reason, including if in our sole determination you violate any provision of these terms of service, or for no reason. Upon termination of providing our services to you, you continue to be bound by these terms of service. Any data, account history and account content residing on the servers running our services may be deleted, altered, moved or transferred at any time for any reason at our sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running our services.
Termination of Account
You may cancel or stop using your Willingworth account at any time. To cancel your account, please email us at support@willingworth.com. We also reserve the right to suspend or terminate your Willingworth account — with notice to you — if you are (1) in breach of these terms of service, or (2) using our services to cause a real risk of harm or loss to us or other users.
We may terminate or suspend access to your account — without notice to you — if (1) you are in material breach of these terms of service; (2) providing notice would cause liability or compromise our ability to maintain services for our users, or (3) we are prohibited from doing so.
Your Content
The information that you upload and store on your Willingworth account is your content. We do not claim ownership over your content, nor do we control, verify, or endorse the content you or others put in or share through our services. You are solely responsible for all the content you place in your Willingworth account or share through our services and making sure that you have all the rights you need to your content. In addition, by storing, using or transmitting your content you affirm that you will violate no law or these terms of service. We will not review, share, or otherwise disclose your content unless (1) required by law, regulation, or order; (2) required for us to provide our services, or (3) as otherwise permitted by these terms of service. You acknowledge and grant us and our agents the authority to do so. For more information about how we treat your information and content, see our Privacy Policy.
Take Your Content With You
Upon the termination of your subscription, you will continue to have access to your content you have stored on our website for 60 days. If you would like to export your content from our website, you must submit a request to us here at support@willingworth.com within that time. After that time, you can no longer access or retrieve your content, and we will have no obligation to store or maintain your content.
Discontinuation of Service
We may discontinue our services, or change or stop certain features of our services, at any point, whether due to business or other unforeseeable circumstances. If we do so, we will give you reasonable advance notice so you can export your content from our systems. If we discontinue our services before the end of any fixed or minimum term that you have already paid for, we will refund a portion of the fees that you’ve paid but for which you have not received services.
Acceptable Use Policy
We trust you not to misuse our services. You agree you will not, nor will you encourage or assist others to, harm our services or use our services to harm others. You must not:
· probe, scan, or test the vulnerability of any system or network;
· breach or otherwise circumvent any security or authentication measures;
· access, tamper with, or use non-public areas or parts of our services, or shared areas of our services you have not been invited to;
· interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of our services;
· access, search, or create accounts for our services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
· send unsolicited communications, promotions or advertisements, or spam;
· send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
· circumvent storage space limits;
· sell our services unless specifically authorized to do so;
· upload or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
· violate the law in any way, including storing, publishing or sharing material that is fraudulent, defamatory, or misleading; or
· violate the privacy or infringe the rights of others.
User Interaction and User Content
You are solely responsible for your interactions with other users of our services. We reserve the right, but have no obligation, to monitor disputes and interactions between you and other users. We shall have no liability for your interactions with other users, or for any user's action or inaction.
Some areas of our services may allow users to post content such as profile or transaction information, comments, questions, and other content or information (“user content"). You retain ownership of your user content.
You agree not to post user content that: (1) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (2) may create a risk of any other loss or damage to any person or property; (3) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (4) may constitute or contribute to a crime or tort; (5) contains any information or content we deem unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (6) contains any information or content that is illegal (including, without limitation, disclosing insider information under securities laws or of another party's trade secrets); (7) contains any information or content you do not have a right to make available under any law or under contractual or fiduciary relationships; or (8) contains any information or content you know is not correct and current. You agree that any user content you post does not and will not violate third party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy. You acknowledge and agree that any user content you post may be displayed and disclosed to other users as permitted through the functionality of our services. We reserve the right, but are not obligated, to edit, remove, re-categorize, pre-screen, reject and/or otherwise modify any user content that we believe, in our sole discretion, violates these provisions. You understand that publishing your user content on our services is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.
“Intellectual property rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your user content, you affirm, represent and warrant:
· Your user content and Willingworth's use thereof as contemplated by these terms of service and our services will not violate any law or infringe any rights of any third party, including without limitation to any intellectual property rights and privacy rights.
· Willingworth may exercise the rights to your user content granted under these terms of service without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
· To the best of your knowledge, all your user content and other information you provide to us is truthful and accurate.
Willingworth takes no responsibility and assumes no liability for any user content you or any other user or third party posts or sends over our services. You shall be solely responsible for your user content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your user content. You understand and agree that you may be exposed to user content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Willingworth shall not be liable for any damages you may incur because of user content.
By posting any user content on our services, you expressly grant, and you represent and warrant you have a right to grant, to Willingworth a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such user content and your name, voice, or likeness in your user content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with our services. You also grant each user of our services a non-exclusive license to access your user content through our services, and to use, reproduce, distribute, display and perform such user content as permitted through the functionality of our services and under this these terms of service.
These licenses granted by you in your user content terminate within a commercially reasonable time after you remove or delete your user content from our services. We may retain and use your user content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your user content quickly upon request. Please note, however, there might be latency in deleting user content from our servers and backed-up versions might exist after deletion. In addition, we do not delete user content from our servers you have in common with other users.
Rights Retained by Willingworth
Except as otherwise provided in these terms of service, Willingworth retains all rights in our services. Except for your user content, our services and all materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and user content ("Willingworth content"), and all intellectual property rights related thereto, are the exclusive property of Willingworth and its licensors. Except as otherwise provided, nothing in these terms of service shall be deemed to create a license in or under any such Intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on our services. Use of our content or materials on our services for any purpose not permitted by these terms of service is strictly prohibited.
Willingworth owns and reserves all right, title and interest in and to our services and all hardware, software and other items used to provide our services, other than the rights granted to you to use our services under these terms of service. No title to or ownership of any proprietary rights related to our services is transferred to you under these terms of service. All rights not explicitly granted to you are reserved by us. You may choose to or we may invite you to submit comments or ideas about our services, including without limitation about how to improve our services or our products. If you submit any Idea, comment, suggestion or recommendation to us regarding our services, including, without limitation, regarding modifications, enhancements, improvements and other changes to our services, you agree that your disclosure is gratuitous, unsolicited and without restriction, and you grant to us a world-wide, royalty free, irrevocable, perpetual license to use any comments, suggestions and recommendations you make to us in connection with our services.
Limited License
Willingworth grants you a limited license. Subject to your compliance with these terms of service, you are granted a non-exclusive, limited, non-transferable, freely revocable license to use our services as designed and as set forth in these terms of service. We reserve all rights not granted herein in our services and our content. We may terminate this license at any time for any reason or no reason.
Subject to the other provisions of these terms of service, we grant you permission to download, view, copy and print document materials on any single, stand-alone computer or device solely for your personal, informational and non-commercial use. You agree that you will not download, view, copy, print, replicate or modify the document materials in whole or part other than authorized editing or while making a document accurate or effective for your actual individual use of the document for the purpose for which that document exists. This permission terminates automatically without notice if you breach these terms of service. On any such termination, you agree to immediately destroy any downloaded or printed document materials and to cease using the service. Any unauthorized use of any document materials on our website or available through our services may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes.
Prohibited Activities
You agree not to engage in the following prohibited activities: (1) copying, distributing, or disclosing any part of our services in any medium, including without limitation by any automated or non-automated "scraping;” (2) using any automated system to access our services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from publicly accessible web pages at willingworth.com for the purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of these materials); (3) transmitting spam, chain letters, or other unsolicited email; (4) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running our services; (5) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (6) uploading invalid data, viruses, worms, or other software agents through our services; (7) collecting or harvesting any personally identifiable information, including account names, from our services; (8) using our services for any commercial solicitation purposes; (9) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (10) interfering with the proper working of our services; (11) accessing any content on our services through any technology or means other than those provided or authorized by our services; or (12) bypassing the measures we may use to prevent or restrict access to our services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of our services or any content.
Change of Services
We retain the right to change or stop providing services and features. We may, without prior notice, change our services, stop providing our services or features of our services, or create usage limits for our services. We may permanently or temporarily terminate or suspend your access to our services without notice and liability for any reason, including if in our sole determination you violate any provision of these terms of service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these terms of service. Any data, account history and account content residing on the servers running our services may be deleted, altered, moved or transferred at any time for any reason at our sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running our services.
Risk and Consent
You provide us your data at your own risk and consent to have it processed in the United States. We care about the privacy of our users. You can view our privacy policy at www.willingworth.com/privacy-policy. You consent to have your personal data collected, used, transferred to and processed in the United States. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties can never defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to us at your own risk.
Security
You must ensure security and integrity of your account. When you open an account to use or access certain services or provide us with information in connection with a purchase or transaction, you must provide accurate, complete and current information. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You are solely responsible for the activity that occurs on your account. You must keep your account password secure and you may not use a third party's account. We shall not be liable for any losses you incur because of someone else's use of your account. You may be held liable for any losses incurred by us due to someone else's use of your account.
Under the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users deemed to be repeat infringers. We may also at our sole discretion limit access to our services or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
To provide you with the best services we can, we have to collect certain information from and about you. The way we use and protect that information is described in our Privacy Policy, at http://www.willingworth.com/privacy-policy. You acknowledge that your use of our services is subject to our Privacy Policy.
Willingworth is for U.S. users only. This means our services are controlled and operated from within the United States and are only meant for users in the United States. We make no representation that our services are appropriate for or available for use in any other jurisdiction, and you may not use these services if you are a resident outside of the United States. Unless otherwise explicitly stated, all materials within our services are solely directed to individuals, companies, or other entities in the United States.
DMCA Notice
We respect content owner rights and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
· an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
· identification of the copyrighted work you claim has been infringed;
· identification of the material claimed to be infringing and where it is on our services;
· information reasonably sufficient to permit Willingworth to contact you, such as your address, telephone number, and, e-mail address;
· a statement you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
· a statement, made under penalty of perjury, that the information is accurate, and that you are the copyright owner or may act on behalf of the owner.
This information must be submitted to: DMCA Agent, Willingworth, LLC, P.O. Box 10745 Birmingham, AL 35202.
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs and attorney’s fees. This procedure is exclusively for notifying Willingworth and its affiliates that your copyrighted material has been infringed. These requirements should comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
Third Party Services
Our services may contain links to third party websites, advertisers, services, special offers, or other events or activities not owned or controlled by Willingworth. We do not endorse or assume any responsibility for these third party sites, information, materials, products, or services. If you access a third party website from our services, you do so at your own risk, and you understand these terms of service and our Privacy Policy do not apply to your use of these sites. You waive any claims against us regarding these sites and third party content, and we shall have no liability, obligation or responsibility for any correspondence, purchase or promotion between you and any third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third party. Should you incur any potential or actual liability resulting from your use of any of these third party services, we will not be responsible unless the problem resulted directly from our negligence or the breach of any agreement between us and you.
No Warranty
Our services are provided on an “as is” and “as available: basis. Use of our services is at your own risk. To the maximum extent permitted by law, our services are provided without warranties of any kind, whether express or implies, including without limitation implied warranties of merchantability, fitness for a particular purpose or non-infringement, No advice or information, whether oral or written, obtained by you from us or through our services will create any warranty not expressly stated in these terms of service. Without limiting the foregoing, Willingworth and its licensors do not warrant that (1) the content is accurate, reliable or correct (2) our services will meet your requirements; (3) our services will be available at any particular time or location, uninterrupted or secure; (4) any defects or errors will be corrected; or (5) our services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of our services ids downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from downloading or the use of our services. This does not apply to North Carolina consumers.
Limitation of Liability
To the maximum extent permitted by law, in no event shall Willingworth, its affiliates, agents, directors, employees suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data or other intangible losses that result in the use of, or inability to use, our services. Under no circumstance will Willingworth be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of our services or your account for the information contained therein. To the maximum extent permitted by law, Willingworth assumes no liability or responsibility for (1) any errors, mistakes, omissions or inaccuracies of content; (2) any personal injury or property damage of any nature whatsoever, resulting from your access to or use of our services; (3) any unauthorized access to or use of our secure servers and any personal information stored therein; (4) any interruption or cessation of transmission to or from our services; (5) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our services by any third party; (6) any loss or damage incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available through our services; or (7) any user content or the defamatory, offensive, or illegal conduct of that third party. Willingworth explicitly disclaims any and all liability and responsibility for any disclosure of information that may be deemed confidential by you or any third party. In no event shall Willingworth, its affiliates, agents, directors, employees suppliers or licensors, be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Willingworth under these terms of services, This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if Willingworth has been advised of the possibility of any such damage. This limitation of liability shall apply to the maximum extent permitted by law in the applicable jurisdiction. This does do apply to North Carolina consumers.
Indemnification
You and your estate, including your personal representatives or executors, heirs, and beneficiaries, to the extent permitted by law, agree to defend, indemnify and hold harmless Willingworth and its directors, officers, employees, contractors, advisors, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation attorneys’ fees) arising from: (1) your use of and access to our services, including any data, documents, files, or content generated, created, transmitted, or received by you; (2) your violation of any term of these terms of service, including without limitation your breach of any of the representations and warranties above; (3) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual property rights; (4) your violation of any law, rule or regulation of the United States or any other country; (5) any claim or damages that arise because of any of your content or any that is submitted via your account; or (6) any other party’s access and use of our services with your unique username, password or other security code.
Dispute Resolution
You and Willingworth agree that any dispute, claim or controversy arising out of or relating to these terms of service or the breach, termination, enforcement, interpretation or validity thereof, or to the use of our services or use of our website will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Willingworth are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Willingworth otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then this entire Dispute Resolution section will be deemed void. Except as provided in the preceding sentence, this Dispute Resolution section will survive any termination of these terms of service.
Arbitration Rules and Governing Law
The arbitration will be administered by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration) The arbitrator will be either a retired judge or an attorney licensed to practice law in Alabama and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties cannot agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator under the AAA Rules.
Arbitration Location and Procedure
Unless you and Willingworth otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely based on documents you and Willingworth submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must follow the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only for the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you may have an award of attorneys' fees and expenses, to the extent provided under law. Willingworth will not seek, and waives all rights it may have under law to recover, attorneys' fees and expenses if it prevails in arbitration.
Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Willingworth will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)).
Severability
If any portion of these terms of service is deemed invalid by a court of competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of these terms of service, which shall remain in full force and effect.
Waiver
No waiver of any term of these terms of service shall be deemed a further or continuing waiver of any such term, and our failure to assert any right or provision under these terms of service shall not constitute a waiver of that right or provision.
Entire Agreement; Binding Effect
These terms of service constitute the entire agreement between you and Willingworth regarding the subject matter of these terms of service, and supersede and replace any other prior or contemporaneous agreements, or terms applicable to the subject matter of these terms of service. These terms of service shall be binding upon, and inure to the benefit of, the respective parties (you and Willingworth), and their successors, heirs, executors, representatives, and assigns. No third party rights are created under these terms of service.
Controlling Law and Jurisdiction
You agree that our services are deemed solely based in Delaware; and shall be deemed passive, which does not cause personal jurisdiction over Willingworth, either specific or general, in jurisdictions other than Alabama. You expressly agree that your rights and obligations, these terms of service and any disputes shall be governed by and interpreted under the laws of Alabama, excluding its choice of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Willingworth that arises in whole or in part from our services shall be decided exclusively by a court of competent jurisdiction in Jefferson County, Alabama, unless submitted to arbitration. This shall not apply to North Carolina consumers. You also acknowledge and agree that you and Willingworth are each waiving the right to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Willingworth otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.