Terms of use

The following outlines the Terms of Service (in conjunction with the Caravan Privacy Tenants, the “Terms of Service”). Please review fully and carefully before using wwww.caravanwellness.com (The “Site”) and the services and features offered by WELLNS LLC, DBA Caravan (“we”, “us”, “our” or “Caravan”) and its affiliates, including, without limitation, the practices offered by Caravan (the “Services”). For the purpose of these Terms of Service, “teachers” and “healers” refers to our independent contractors who offer their health and wellness services through the Site. These Terms of Service are legally binding terms and conditions for your use of the Site and of the Services offered by Caravan and its affiliates.

ACCEPTANCE OF TERMS OF SERVICE

  1. You are agreeing to the terms and conditions enumerated in the policy through registering for and/or using the Services in any manner, including, but not limited to browsing the Site. Additionally, you are agreeing to the policies, procedures, and other conditions that may appear on the Site. We reserve the right to update these terms, without giving notice to you.
  2. Some of the Services might be subject to other terms and conditions, which are incorporated into these Terms of Service by this reference.
  3. Regardless of whether a registered or unregistered user, these Terms of Service apply to all users of the Site.
  4. You agree to Caravan’s mediation and arbitration agreements in Schedule A attached to these Terms of Service.

ELIGIBILITY

This Site is not intended to be used by, nor is it targeted towards, anyone under the age of thirteen (13). In using the Site, you represent and warrant that you are i) over the age of thirteen (13), b) a legal resident of the United States, c) have not previously been removed from the Caravan community, which includes but is not limited to the Site, d) do not have multiple Caravan accounts. Caravan reserves the right to refuse to offer the Services to any person who does not fit these criteria.

REGISTRATION

To be a member of the Caravan Tribe, you must register for an account on the Site, by selecting “Sign Up” and completing the registration process. You must provide complete and accurate information in order to keep your Account information updated. For the purpose of these Terms of Service, ”Account” refers to your Caravan account, which shall be used by you to perform any purchase and scheduling action on the Site, and to be used to store information with regard to your use of the Services and the Site. Within the creation of an Account, there are a few rules by which you must abide: i) your Account name and username must belong to you. You may not create an Account under someone else’s name with the intent to impersonate someone else or without appropriate authorization; ii) you shall not create a username that is obscene, offensive, or construed as vulgar iii) you are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. Furthermore, you may never use another person’s user account or registration information for the Services provided on this Site without express permission from that individual. Should your eligibility to use our Services change, you must notify us immediately. This includes, but is not limited to, changes to or revocation of licenses form sate authorities, issues with the law, or a breach of personal security. You should never publish, distribute or post publically login information for your Account – if you do, Caravan will not be held responsible for this breach in security. You have the ability to delete your Account at any time by clicking the “deactivate” button on your account page. Furthermore, you are solely and fully responsible for all activities that occur under your password or account. Caravan has no control over the use of any user’s or teachers’ or healers’ account and expressly disclaims any liability derived from the use of all accounts. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you will contact Caravan immediately.

User Account

Caravan may terminate or suspend your account and right to use the Services at any time, with or without reason, by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.

If Caravan terminates or suspends your right to use the Services for violating these Terms of Service, you will not be entitled to any refund of unused balance in your Account. If Caravan terminates or suspends your Account for any reason, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Caravan reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Even after your right to use the Service is terminated or suspended, these Terms of Service will remain in full force. You may terminate these Terms of Service at any time by ceasing all use of the Services and the Site. However, the terms of these Terms of Service shall remain enforceable after the cessation of using the Services and the Site.

By providing your mobile phone number and using the Services, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the Services. Caravan will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages by contacting Caravan or by updating your Account settings.

Caravan Teachers & Healers

Caravan is a platform that serves to connect teachers and healers with users. However, Caravan does not, itself, provide any Services to users, and therefore is not liable if anything or anyone is broken, injured, or damaged. In no way does Caravan act as a professional wellness guide or health and wellness service provider and has no responsibility or liability for any professional services provided to the User, which includes, but is not limited to professional services, a warranty or condition of good services, or compliance with any regulation or code. Caravan is not affiliated with any third party vendors.  Given this, you agree to the following: i) your agreement with Caravan and the Services provided is provided “as is” and without warranty; ii) you are consenting to release Caravan from liability based on claims (be it damages, actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes) against the teachers and healers and in general; iii) both parties have give up the right to compel arbitration and that no claims can be adjudicated on a class a basis.

Caravan performs an extensive vetting process before teachers and healers can become a member of the Caravan Tribe. This includes, but is not limited to, a verification of identity and a comprehensive criminal background check at the Country, State, and local level, by using a third party service. You hereby consent to allowing Caravan to conduct background checks as often as required in compliance with Federal and State laws and the Fair Credit Reporting Act. However, Caravan does not and cannot assume responsibility for the accuracy or reliability of the background and identity check, as provided through the third party service.

CONTENT

  1. Definition

For purposes of these Terms of Service, the term “Content” is defined to include, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services and the Site. You acknowledge that all Content accessed by you is at your own risk and that you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Site is up to date or accurate.

  1. Notices and Restrictions

You must abide by, and follow, all laws pertaining to copyright and the restrictions provided by such laws. All information contained within the Services and the Site is protected by applicable copyrights, trademarks, service marks, or other proprietary rights and laws.

  1. Use License

Pursuant to these Terms of Service, Caravan grants all users of the Services and the Site a worldwide, non-exclusive, non-subliscenable, and non-transferable license to use the Services and the Site. Reproduction, modification, distribution or storage of any Content for other than purposes of using the Services and the Site is expressly prohibited without prior written permission from Caravan. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party rights.

  1. Availability of Content

Caravan does not guarantee that any Content will be made available on the Site or through the Services. Caravan reserves the right to, but do not have any obligation to, (i) remove, edit or modify any Content in its sole discretion, at any time, without notice to the Users and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Cavaran is concerned that you may have violated these Terms of Service), or for no reason at all, and (ii) to remove or block any Content from the Services or from the Site.

RULES OF CONDUCT

  1. As a condition of use, you promise not to use the Services or the Site for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services and the Site.
  2. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on any infrastructure of Caravan and its affiliates, including its teachers and healers; (ii) interfere or attempt to interfere with the proper working of the Services and the Site or any activities conducted on the Services and the Site; (iii) bypass, circumvent or attempt to bypass or circumvent any measures Caravan may use to prevent or restrict access to the Services or to the Site (or other accounts, computer systems or networks connected to the Services and the Site); (iv) run any form of auto-responder or “spam” on the Services or on the Site; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Site or from the Services; (vii) distribute information you know is false, misleading, untruthful, unlawful, or inaccurate on the Site, (viii) upload any software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; or (ix) otherwise take any action in violation of Caravan’s guidelines and policies.
  3. Pursuant to this Terms of Service, you shall not, directly or indirectly,: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or technology algorithms of any part of the Services and the Site,, (ii) modify, translate, or otherwise create derivative works of any part of the Services or of the Site, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
  4. Caravan also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

Health and Medical Conditions Guidelines

  1. Representation

You acknowledge and represent that, to the best of your knowledge, you suffer from no medical or physical condition or disability that will or might increase the normal risks associated with any Services provided by Caravan and its affiliates. You must inform Caravan, by filling out the online Health Questionnaire during registration, if you suffer from any injury, illness or other medical condition. If you feel any pain or discomfort during your use of the Services, or you feel that any exercise included in your use of the Services would be unsafe or uncomfortable for you, you have the obligation to inform the teachers and healers you work with. Caravan is not liable for any injuries or accidents that occur during your use of the Services.

  1. Health and Medical Information Disclosure Policy

Under the HIPPA Privacy Rules, the teachers and healers, Caravan and its affiliates will not disclose your Protected Health Information to any third party without your written consent. For the purpose of these Terms of Service, Protected Health Information is defined as any individually identifiable health information. Your Protected Health Information is and will only be disclosed to the teachers and healers you work with for the purpose of your health. If you discover any unlawful disclosure or transmission of your protected health information, you should immediately contact Caravan for your safety and privacy.

THIRD PARTY SERVICES

The Services may permit the users to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under Caravan’s control, and you acknowledge that Caravan is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply Caravan’s endorsement or any association between Caravan and the third-party operators of the websites. You further acknowledge and agree that Caravan shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

PAYMENTS AND BILLING

  1. Services

The purchase of the Services offered by us and the teachers and healers may be subject to payments now or in the future (the “Paid Services”). Please visit Caravan’s pricing page at www.caravanwellness.com/pricing for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Service.

  1. Events and Workshops

Caravan, from time to time, may host events and workshops that are available to the Users. The pricing for these events and workshops may vary, and you, pursuant to these Terms of Service, agree to the pricing disclosed by Caravan and its affiliates on the Site or any online and printed publications.

Certain teachers and healers may host independent events and workshops. Caravan shall not be responsible for the pricing or quality of the services offered and performed by the teachers and healers. You therefore agree that you will be solely responsible for the cost of any of these events and workshops hosted by the teachers and healers outside the Caravan community.

  1. Payment Method and Billing

In order to purchase the Services, you must provide credit card or debit card information for at least one operational and valid credit card or debit card through the Site. You may add, delete, and edit the credit card or debit card information you have provided from time to time through the Site. All payments will be facilitated by Caravan using the preferred payment method designated in your account. If your primary account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Caravan may use a secondary payment method in your account, if available.

  1. Third Party Payment Processor

Caravan uses a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Site for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. Caravan shall not be responsible for errors made by the Payment Processor. By choosing to purchase and use the Services, you agree to pay Caravan, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms. Caravan selects American Volume as its primary Payment Processor. For more information or terms of service of the Payment Processor, please visit www.americanvolume.com.

  1. Recurring Billing

Some of the Services, such as the purchase of the Caravan weekly packages or the corporate programs (collectively, “Subscriptions”), may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. You reserve the right to cancel any Subscriptions one week prior to your next recurring transaction (the “Cancellation Window”). More information on the Subscriptions is available at www.caravanwellness.com/subscription. By choosing a recurring payment plan, you acknowledge that Subscriptions have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Caravan, in general, does not issue refunds if you fail to cancel your Subscriptions within the Cancellation Window.

  1. Current Billing Information Required

You must provide current, complete and accurate information for your account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made at www.caravanwellness.com.

  1. Change in Amount Authorized

If the amount to be charged to your account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and Caravan shall provide, a notice of the amount to be charged and the date of the charge prior to the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that Caravan may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

       8. Free Trials and other Promotions

Any free trial or other promotion that provides access to the Services (a “Trial Offer”) must be used within the specified time of the trial. You will be required to have a valid Payment Method on file in order to initiate a Trial Offer. Trial Offers are one-time only for new customers and are limited to one per User. Additional terms and limitations may apply and will be more fully explained at the time you sign up for the Trial Offer. Any such additional terms and limitations are deemed part of these Terms of Service.

        9. Coupon Codes

Coupon codes have no cash value and cannot be redeemable for cash, and cannot be combined with any other offers. The use of coupon code is limited to one coupon code per purchase. Coupon codes generally expire and are no longer valid for redemption thirty (30) days after the date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon codes. Any unauthorized reproduction, resale, modification, or trade of coupon codes is prohibited. Caravan reserves the right to change or limit coupon codes in its sole discretion.

TERMINATION

Caravan may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Use of the Site and the Services. If you wish to terminate your Account, you may do so by following the instructions on the Site or by contacting Caravan at info@caravanwellness.com. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service, which by their nature, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER

We have no special relationship with or fiduciary duty to you. You acknowledge that Caravan has no duty to take any action regarding:

  1. which users gain access to the Services and the Site;
  2. what Content you access via the Services and the Site; or
  3. how you may interpret or use the Content.

You therefore release Caravan from all liabilities for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services or the Site.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES AND THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless Caravan and its affiliates, and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services or Content in violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. Caravan reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CARAVAN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).

GOVERNING LAW AND JURISDICTION

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

MODIFICATION

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

NOTICES

Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@caravanwellness.com.

NO WAIVER

Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, Caravan must provide you with written notice of such waiver through one of our authorized representatives.

MISCELLANEOUS

  1. Entire Agreement and Severability

These Terms of Service are the entire agreement between you and Caravan with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Caravan with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

  1. Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

  1. Relationship between you and Caravan

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither you nor Caravan has any authority of any kind to bind the other in any respect.

  1. Headings

The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

CONTACT

You may contact Caravan at the following address:

WELLNS, LLC

6 Saint Johns Lane, New York, NY 10013

 

EFFECTIVE DATE OF TERMS OF SERVICE:

November 7, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE A:  Dispute Resolution

 

Mediation

 

  1. The parties agree that any and all disputes, claims or controversies arising out of or relating to these Terms of Service will first be submitted to a mediator selected by both parties. The party seeking mediation will notify the other party in writing.

 

  1. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. The parties agree that the mediator will not be paid more than USD 3,000 in total.  The parties also agree not to use attorneys in the mediation.

 

The mediation will be complete when the mediator has incurred USD 3,000 in costs for his or her services.  New York, New York before one arbitrator selected by both parties.

 

  1. If the parties cannot agree on a mediator within fifteen (15) business days of being notified that one of the parties is seeking mediation, then either party may initiate the arbitration.

 

 

Arbitration

 

  1. Once mediation is completed, either party may initiate arbitration with respect to the matters submitted to mediation by sending a written demand for arbitration within seven days of the completed mediation.

 

However, if a party sends a notice or other communication under these Terms of Service that the party seeks mediation and does not receive a response from the other party within three days, the party seeking mediation may initiate arbitration notwithstanding the fact that mediation has not been completed.

 

Once arbitration is initiated, a party does not need to participate in mediation.

 

  1. The arbitrator will interpret all provisions of these Terms of Service including whether he or she has jurisdiction over the dispute.

 

  1. If either party initiates arbitration, then any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Service to arbitrate, shall be determined by arbitration in New York, New York before one arbitrator selected by both parties.

 

  1. Any arbitration arising out of or related to these Terms of Service shall be conducted in accordance with the procedures provided and administered by the arbitrator.

 

The parties agree that the arbitrators will not be paid more than USD 7,000.  The arbitrator must hold a hearing within two weeks of being hired and issue a final award within seven (7) days of the first arbitration hearing.

 

The parties agree that the arbitrator has the authority to issue a temporary or permanent award enjoining the Client from conduct harming Caravan.

 

Before arbitrating, the selected arbitrator will enter into a contract with the Members that will require that he or she not request that the parties agree to raise the total amount paid to the arbitrator during or after the arbitration.

 

  1. If the parties cannot agree on an arbitrator within a week of being notified that one of the parties is seeking arbitration, then the arbitrator will be selected by a referral from the New York City Bar Association.

 

Judicial Enforcement of the Arbitration Award

 

  1. Once the arbitrator issues a final award, if either party brings any proceeding to enforce or vacate the award, the party will bring that proceeding only in the United States District Court for the Southern District of New York or, only if there is no federal subject matter jurisdiction, in any state court of New York County, and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding.  No clause in these Terms of Service will preclude parties from seeking provisional remedies in aid of arbitration from a court in one of these jurisdictions.

 

  1. If a party brings a proceeding to enforce the final award by the arbitrator, and the federal or state court issues an order enforcing the award in part or in whole, the other party will pay all costs associated with the proceeding in the federal or state court including, but not limited to, attorneys’ fees.   The Laffey Matrix is a reasonable basis for determining these attorneys’ fees (http://www.laffeymatrix.com).

 

No attorneys’ fees may be awarded by the court to any party if the court vacates the final arbitration award in whole.

 

  1. Any party claiming to be a third party beneficiary of these Terms of Service must comply with the mediation and arbitration provisions above.

 

  1. The parties acknowledge that they are bound by the entire Terms of Service, which includes Schedule A.

 

Notice

 

  1. A notice or other communication under these Terms of Service will be deemed to have been received as follows:

 

(a)       if it is delivered by email, when the recipient, by an email sent to the email address for the sender, acknowledges having received that email in any fashion or with an automatic “read receipt”; or

 

(b)       if it is delivered by email and the sender uses RPost (http://www.rpost.com/), when the authorized electronic mail agent of the recipient accepted that email message, with the delivery status of at least “delivered to mail server,” as stated in the RPost “Registered Receipt” received by the sender with respect to that email message; or

 

(c)        if it is delivered by email, when it is accepted by the recipient’s server with the burden of demonstrating receipt being on the sender; or

 

(d)       upon receipt of the notice in any fashion with the burden of demonstrating receipt being on the sender.

 

  1. If a user changes his or her email, or stops using his email address for more than a week, the user must immediately notify Caravan via email within seven (7) days. The user recognizes that failure to notify Caravan of a new email may result in a default award being awarded against him or her by an arbitrator.