Terms of Service and User License

The Wire 3  Services are offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy, the Guidelines and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Wire 3 Services (collectively, the “Terms”). When accepted by you, these Terms form a legally binding contract between you and Wire 3 .

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WIRE 3  SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE WIRE 3 SERVICES.

Wire 3 may, in its sole discretion, elect to suspend or terminate access to, or use of the Wire 3 Services to anyone who violates these Terms.

The use of the Wire 3 Services is subject to acceptance of these Terms. If you are entering into these Terms on behalf of an entity, such as the company you work for, you represent that you have the legal authority to bind that entity (corporation, limited liability company, partnership, etc.). To accept these Terms for itself or on behalf of a Client, a person must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated/organized and be in good standing in its state/country of registration/origin (creation).

The Terms are accepted as soon as one of the following occurs first:

  1. the person has received the confirmation of the creation of the Account and necessary credentials from Wire 3 in order to log in to his/her/its Account; or
  2. for those Wire 3 Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Wire 3 ’s prior written consent, access the Wire 3 Services (i) for production purposes, (ii) if you are a competitor of Wire 3, (iii) to monitor the availability, performance or functionality of the Wire 3 Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

Modifications to Terms

Wire 3 reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Wire 3 Services. Please check these Terms periodically for changes. Your continued use of the Wire 3 Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Wire 3 Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Wire 3 will be governed by the Terms in effect at the time such dispute arose.

Protection of Client Data

Wire 3 will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of identifying Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Wire 3 personnel except (a) to provide the Wire 3 Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section Compelled Disclosure below, or (c) as a Client or User expressly permit in writing.

Wire 3 may use service providers to perform the Services. Wire 3 will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

Telecom contract

Terms of telecom services are contained in your service agreement and incorporated by reference.

Client data

Uploading Client Data to Platform

If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Wire 3 Services by Wire 3. By uploading Client Data to the Platform, Client authorizes Wire 3 to process the Client Data. The Client is responsible for ensuring that:

  1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Wire 3, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
  2. the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

No Guarantee of Accuracy

Wire 3 does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Wire 3 Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Wire 3, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Wire 3 Services, as well as for any actions taken by the Wire 3 s or other Clients or Users as a result of such Client Data.

Unlawful Client Data

Wire 3 is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Wire 3 or if there is reason to believe that certain Client Data is unlawful, Wire 3 has the right to:

  1. notify the Client of such unlawful Client Data;
  2. deny its publication on the Web Site or its insertion to the System;
  3. demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
  4. temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.

If Wire 3 is presented convincing evidence that the Client Data is not unlawful, Wire 3 may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Wire 3 believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Wire 3 may (but has no obligation), to remove such Client Data at any time with or without notice.

Without limiting the generality of the preceding sentence, Wire 3 Inc complies with the Digital Millennium Copyright Act, and will remove Client Data from the Platform upon receipt of a compliant takedown notice.

Compelled Disclosure

Wire 3 may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Wire 3 will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Wire 3 is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Wire 3 is a party, and Client is not contesting the disclosure, Client will reimburse Wire 3 for its reasonable cost of compiling and providing secure access to that confidential information.

Prohibited Activities

Client and its authorized Users may use the Wire 3 Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

  1. use the Wire 3 Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
  2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Wire 3 Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Wire 3 is not permitted by that applicable law to exclude or limit the foregoing rights;
  3. use the Wire 3 Services or any part or element thereof unless it has agreed to these Terms.

Privacy

Wire 3 takes the privacy of its Clients and Users very seriously. Wire 3 ’s Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Wire 3’s collection, use, and disclosure of Client’s or User’s identifying personal or business information.

Wire 3 ’s Intellectual Property Rights in the Wire 3 Services

The Wire 3 Services, Wire 3 Materials, Wire 3 trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Wire 3 and its third party vendors and hosting partners. Wire 3 Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Wire 3, its affiliates and licensors retain all right, title and interest in such Wire 3 Services, Wire 3 Materials, Wire 3 trade names and trademarks, and any parts or elements. Your use of the Wire 3 Services and Wire 3 Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Wire 3 Materials is strictly prohibited unless you have received the express prior written permission from Wire 3 or the otherwise applicable rights holder. Wire 3 reserves all rights to the Wire 3 Services, Wire 3 Materials and Wire 3 trade names and trademarks not expressly granted in the Terms.

Content Owned by Wire 3

Subject to these Terms and the payment of the applicable service Fee, Wire 3 grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Wire 3 Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Wire 3 Services or as otherwise permitted by applicable law. Wire 3 also owns all aggregated, non-identifying data collected and created from Client Data and other industry sources.

Client Data

Wire 3 may use Client Data in an aggregated or anonymized format for research, educational, aggregating industry data for analysis, creating analytics, and developing software functions and features and business broker industry benchmarking. Wire 3 may use and develop aggregated data on and for its own account, in concert with other service providers or its affiliates and partners, or for use solely by such other service providers.

  1. Wire 3 may not otherwise use or display identifying Client Data without Client’s written consent. Wire 3 respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Wire 3 Services does not grant Wire 3 the license to use, reproduce, adapt, modify, publish or distribute the identifying Client Data created by you or stored in your Account for Wire 3 ’s commercial, marketing or any similar purpose. Client expressly grants Wire 3 the right to use and analyze aggregate system activity data associated with use of the Wire 3 Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Wire 3 Services and its affiliate entities operate and the industry data available to users and third parties, and to create new Features and functionality in connection with the Wire 3 Services in the sole discretion of Wire 3 . Client or User (as applicable) hereby grants Wire 3 a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use of such aggregated, nonidentifying, anonymous data for any purpose. 
  2. Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Wire 3 Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Wire 3 s to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended Features and functionality of the Wire 3 Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Wire 3 ’s or any Wire 3 Licensee’s use of such Client Data pursuant to these Terms, and Wire 3 ’s or any Wire 3 Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Wire 3 to any third party for the performance of any Wire 3 Services Client has chosen to be performed by Wire 3 or for the exercise of any rights granted in these Terms, unless Client and Wire 3 otherwise agree.

Feedback

If Client or a User provides Wire 3 s with any comments, bug reports, feedback, or modifications for the Wire 3 Services (“Feedback”), Wire 3 shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Wire 3 Services.

Client or User (as applicable) hereby grants Wire 3 a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Wire 3 shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Wire 3 deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

Third-Party Sites, Products and Services

The Wire 3 Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Wire 3 does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Wire 3 makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Wire 3. By using any community marked code or libraries in your software development, you acknowledge and agree that Wire 3 is not in any way responsible for the performance or damages caused by such community provided code or library.

 Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY WIRE 3, THE WIRE 3 SERVICES, WIRE 3 MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WIRE 3 SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WIRE 3 AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY WIRE 3 , WIRE 3 AND ITS AFFILIATES DO NOT WARRANT THAT THE WIRE 3 SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WIRE 3 SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WIRE 3 SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WIRE 3 SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY WIRE 3 , WIRE 3 AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE WIRE 3 SERVICES, WIRE 3 MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, indemnify and hold harmless Wire 3 and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Wire 3 Services, Wire 3 Materials, representations made to the Wire 3, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Wire 3 reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Wire 3, and you agree to cooperate with such defense of these claims.

Limitation of Liability

No Liability

Wire 3 shall not be liable to the Client or User for any consequences resulting from:

  1. any modifications in these Terms, calculation and rates of Fees, the Wire 3 Services, Wire 3 Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Wire 3 Services or Wire 3 Material;
  2. deletion of, corruption of, or failure to store any Client Data;
  3. use of Client Data by the Client or any of the Users associated with the Account;
  4. upgrading or downgrading the current Plan;
  5. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
  6. the Client’s use of the Account or the Wire 3 Services by means of browsers other than those accepted or supported by the Wire 3;
  7. the application of any remedies against the Client or authorized Users by the Wire 3, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Wire 3 Services or any part or element thereof;
  8. the differences between technologies and platforms used for access, for example if certain Features, functions, parts or elements of the Wire 3 Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; and/or
  9. the Wire 3 ’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Wire 3 and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:

  1. provide Wire 3 with accurate information about the Client, Users or Account;
  2. notify Wire 3 of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
  3. provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Wire 3’s negligence, breach of these Terms or otherwise);
  4. ensure the lawfulness of the Client Data;
  5. obtain the necessary rights to use the Client Data; or
  6. abide by any of the restrictions described in these Terms.

Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WIRE 3 AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE WIRE 3 SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Termination of These Terms

For Convenience

These Terms may be terminated for convenience in the following situations;

  1. by the Client any time by clicking the cancellation link on the Web Site, which will guide them through the cancellation process when logged in to the Account, or by revoking the billing agreement on its payment or Client account profile; or if the client is paying for the Service via a Reseller, by means agreed upon between the Client and the Reseller;
  2. by Wire 3 upon decision to end provision of the Wire 3 Services and close the Platform; or
  3. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

For Default

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

  1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
  2. immediately by either party if the other party breaches its obligations, as applicable under Sections Intellectual Property Rights, Indemnification, or Restrictions of these Terms.

Effect of Termination

Upon termination of these Terms,

  1. Wire 3 shall deactivate and permanently delete the Account, within three months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Wire 3 shall fulfill such request within 1 month of its receipt of such request.
  2. Client must:
    1. stop using and prevent the further usage of the Wire 3 Services, including, without limitation, the Platform;
    2. pay any amounts owed to Wire 3 under these Terms; and
    3. discharge any liability incurred by the Client before under these Terms prior to their termination; and

Remedies

If Wire 3 terminates these Terms as a result of an uncured breach by a Client or User, Wire 3 is entitled to use the same or similar remedies against any other persons who use the Wire 3 Services in conflict with these Terms. Notwithstanding the foregoing, Wire 3 may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain Features, functions, parts or elements of the Wire 3 Services.

If Wire 3 has reasonable grounds to believe that the Client’s or User’s use of the Wire 3 Services, including the Account may harm any third persons, Wire 3 has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

The Wire 3 has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Wire 3 typically provides notice in the form of a banner or email on or before such suspension. Wire 3 will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

Who You Are Contracting With

General

The company with whom Client is contracting is Wire 3 . Its complete contact information is provided below:

(386) 221-8733
info@wire3.com

Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in New York, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in New York, New York. Use of the Wire 3 Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Use of the Wire 3 Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and the Wire 3 s agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

General Provisions

Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Wire 3, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

Entire Agreement

These Terms are the entire agreement between Client and Wire 3 regarding Client’s use of the Wire 3 Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Wire 3 ’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

No Waiver

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

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