Terms

These Terms of Service were last updated on 5/31/2023.

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE MY GAME PROCESSOR APPLICATION AND SERVICES.

BY CREATING AN ACCOUNT AND USING THE MY GAME PROCESSOR APPLICATION AND SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL INCLUDE SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT CREATE AN ACCOUNT AND YOU MAY NOT USE THE APPLICATION AND SERVICES.

This Agreement is effective between you and SoTech Solutions, LLC (“SoTech,” “we” or “our”), creator of the My Game Processor wild game processing application and associated services, as of the date of you create your account accepting this Agreement.

WHO MAY USE THE APPLICATION AND SERVICES
THE APPLICATION AND SERVICES ARE ONLY FOR RESIDENTS OF THE UNITED STATES AGE 13 OR OLDER AND FOR BUSINESSES LOCATED WITHIN THE UNITED STATES THAT PROCESS GAME FOR HUNTERS.  Use by children under the age of 13 is strictly prohibited.  SoTech will not willingly or knowingly collect personal information from a child.  Do not use the Application and Services if you are located outside of the United States.  SoTech will not willingly or knowingly collect personal information from persons outside the United States.  

LICENSE TO USE THE MY GAME PROCESSOR APPLICATION AND SERVICES
The My Game Processor application and services (“Application and Services”) include both desktop and mobile components, namely, a software platform and mobile application for automating the check-in process for hunters requesting game processing, tracking the status of the game being processed, providing a method of communication between processors and hunters/customers about the status of processed game, tracking the capacity of refrigerated storage at the business location, maintaining business records, and more.  The features and functions of the Application and Services may change from time to time and SoTech may change or discontinue such features and functions at any time in its sole discretion.  Any updated or new features and functions remain subject to this Agreement.

Subject to your compliance with this Agreement, and solely for so long as SoTech permits you to access and use the Application and Services, SoTech grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Application and Services for business and for personal purposes.  

CREATING AN ACCOUNT
You must create an account (“Account”) to use the Application and Services and to participate in communications through the Application and Services.  There are three types of Accounts - one for Hunters, one for Processors, and one for Processor Employees.  The Processor Employee Accounts will be linked to the applicable Processor Account. 

The Application and Services are intended for use by game processors (businesses) to facilitate the check-in for processing game, to communicate with hunters about the status of their game, to post prices for services, to track refrigerator capacity, and to coordinate other business information, marketing and communications, reporting, and other functions.  The Application and Services are also intended for use by hunters to receive communications from the game processors.  You acknowledge and agree that you have no ownership or other proprietary interest in the Account. To create an Account, we may ask or require you to provide us with certain personal and/or business information (such as your name or business name, address, e-mail address and telephone number). Providing us with your personal and/or business information is your choice, but you may not be able to use the Application and Services if you do not create an Account and/or provide the required information. Each time you decide to provide us with your personal information, you agree to: (a) provide accurate, current and complete information about yourself and/or your business as prompted by our registration form (including your current e-mail address and mobile number), and (b) maintain and update your information (including your e-mail address and mobile number) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to terminate your access to and use of the Application and Services (or any portion thereof) or your participation in any activity contained on or available through the Application and Services.  You agree that SoTech has the right in its sole discretion to suspend or terminate your Account, and to refuse or suspend any and all current or future use of the Application and Services (or any portion thereof) at any time and for any reason.

Username and Password. Your creation of an Account may require you to select a username and password. Your username and password are subject to certain terms and standards, as set forth herein.  SoTech reserves the right to refuse to grant you a requested username or revoke an existing username in our sole discretion if we believe the requested username impersonates someone else, or misleadingly implies an association with another person or entity, is associated with illegal activity, is or may be protected by trademark or other proprietary rights laws, is vulgar or otherwise offensive, or is substantially similar to a username already in use on the Application, or for any other reason as determined by us in our sole discretion. Your selection and use of a specific username does not convey any ownership or rights in that username. 

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE SERVICES ON OR AVAILABLE THROUGH THE APPLICATION, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. 

You agree that your Account is personal to you and you will not transfer or resell or otherwise convey your Account, or the right to use your Account, to any other person or entity, except that a business may update its Account to reflect the contact information of a different owner, officer or employee for the same processor. If you have reason to believe that your Account is no longer secure, you must: (i) promptly change your password, and (ii) immediately notify us of the problem by e-mailing us at [email protected] (with the subject line: "Username Password Security Issues").  You may not use anyone else's Account at any time, and you may not allow anyone else to use your Account at any time, except that Processors may have multiple Processor Employee Accounts associated with the Processor Account. You agree that SoTech will not be liable for any loss you may incur as a result of someone else using your Account, either with or without your knowledge, and you further agree that you will be liable for losses incurred by SoTech or another party due to someone else using your Account. 

CODE OF CONDUCT
The Application and Services allow processors to communicate with customers, post content and conduct other business activities and activities of interest to hunters.  We hope to create a respectful and productive community, and, to that end, we have established the following community standards (the "Standards").  By using the Application and Services you agree not to:

  • Create a false identity or impersonate any person, including without limitation, that you are a SoTech official or representative, message board moderator, guide, another user or host or that you are a celebrity or public figure;
  • Create any posts, username, topic name, or subject lines containing profanity, sexually graphic or offensive language, including any uses of characters such as \@#$% to replace letters;
  • Send, post, transmit or make available any content or message that is false, inaccurate, misleading, disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, vulgar, racist or otherwise objectionable in our sole discretion; 
  • Suggest, elicit or encourage any illegal activity;
  • Submit content or materials that are subject to intellectual property protection, including without limitation, copyright, trademark, trade secret or patent rights, or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner to do so and to grant SoTech all of the license rights necessary to transmit, post or maintain such content or material;
  • Send, post, transmit or make available any material, non-public information about any person or company without the express authorization to do so;
  • Send, post, transmit or otherwise make available any chain letters, pyramid schemes, junk mail, SPAM, investment opportunities or similar communication;
  • Circumvent or disable any technical measures we use to provide features, functionality, or security in the Application and Services;
  • Institute an attack upon any server used in connection with the Application and Services or any portion thereof or otherwise attempt to disrupt such servers;
  • Use any robot (bot), spider, scraper or other unauthorized or automated means to modify, use or access the Application or Services, or any portion thereof, or any Services available on or through any Third Party Platform;
  • Send, post or transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature; 
  • "Frame" or "mirror" any part of the Application and Services without our prior written authorization;
  • Harvest or attempt to obtain passwords, other Account information, or any other private information from any other user of the Application or Services, including without limitation, the collection of personal information about others, such as email addresses or geo-location, without our express consent and the express consent of users of the Application and Services; 
  • Access another user's Account without permission;
  • Use the Application or Services in any manner that violates any applicable laws or regulations or is prohibited by this Agreement; and/or
  • Assist or permit any persons in engaging in any of the activities described in this listing.

While using the Application and Services, you agree to comply with these and all Standards, as well as all applicable laws, rules and regulations. SoTech has the sole discretion to delete, suspend, terminate or close your Account, with or without prior notification to you, for any violation of this Agreement, including any of the Standards.

INTELLECTUAL PROPERTY AND LICENSES
All trademarks, service marks, trade dress, logos, copyrights, design rights, trade secrets, rights to databases and compilations, patents, and other intellectual property rights in and to the Application and Services and the materials associated with or displayed on the Application and Services (“IP”) are owned by SoTech or by third parties.  You agree not to copy, download, distribute, make derivative works, or make any unauthorized commercial use of the IP included in or displayed on the Application and Services. You also agree not to attempt to hack, reverse engineer, decompile or disassemble the Application software or otherwise attempt to change its functionality or derive its source code.  Subject to the limited rights and license expressly granted under this Agreement, SoTech and its licensors reserve all of right, title and interest in and to the Application and Services, including all related intellectual property rights. No rights are granted to users hereunder other than as expressly set forth herein.

License to Host Your Data. By using the Application and Services, you grant SoTech, its affiliates and applicable vendors and contractors a worldwide, non-exclusive, royalty-free license to host, copy, transmit and display your data and content, in connection with use of the Application and Services by you and other users, and as reasonably necessary for us to provide the Application and Services in accordance with these Terms. Subject to the limited licenses granted herein, we acquire no right, title or interest in your data or materials under these Terms.

License to Use Your Feedback. You grant to SoTech and our affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Application and Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by you to us relating to the Application and Services with no obligation to you.

License to Aggregated Usage Data. By using the Application and Services, you grant to SoTech and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to collect and use anonymized, aggregated data regarding your usage of the Application and Services in order to improve and modify our Application and Services.

Identification of You as Customer. By creating an Account, you grant SoTech permission to identify you or your business as a user of the Application and Services on our website or in presentations, marketing materials and other documentation, including a non-exclusive, royalty-free, perpetual, and non-revocable license use your logo in connection with such presentations, marketing materials, customer lists or other documentation.

PRIVACY
We respect your privacy and share your concern about its protection.  Our Privacy Policy is a part of these Terms and is incorporated in this Agreement by reference.  Please review the policy to make sure you understand how we may collect, use and protect information that we learn about you as a result of what you do on the Application and Services.  By agreeing to these Terms, you also agree to the Privacy Policy.

MOBILE SERVICES
The Application and Services contain certain aspects that are available via your mobile phone or device, including but not limited to downloading and installing a mobile application, sending and receiving push notifications and alerts, sending text messages, and accessing the Application and Services through your mobile device.  We do not charge for any of these services, however, your mobile carrier’s standard data and messaging charges and fees will still apply.

For hunters, if you sign up to receive push notifications and alerts through the Application and Services, then the notifications and alerts will appear on the mobile device to which you downloaded the Application.  The frequency of notifications and alerts may vary.  You may opt out of receiving notifications and alerts at any time by changing your Account settings or otherwise following the instructions in the Application.

SoTech is not responsible for any delayed or undelivered notifications or alerts.

For processors, the Application and Services allow you to communicate with your customers via e-mail, and/or push notifications, and/or text messages.  For customers who have downloaded the Application, customers will opt in or out of certain communication methods via their Account Profile Preferences in the Application.  For customers who have not downloaded the Application, you will be solely responsible for collecting and keeping track of initial customer permissions and notification preferences and otherwise complying with all applicable laws, rules and regulations relating to the use of text messages and e-mails.  SoTech shall have no responsibility or liability for a processor’s failure to comply with applicable laws, rules, or regulations.

SoTech is not responsible for any delayed or undelivered text or e-mail messages.

SUPPORT SERVICES 
SoTech will provide basic support services at no charge by our Help Desk, which can be accessed through the website at https://mygameprocessor.com/Contact.  We will use our best efforts to resolve issues related to the Application and Services within a reasonable amount of time.  We anticipate being able to respond to questions and resolve simple technical issues within 2 business days.  Software bugs and other issues might require additional time.  We are not able to guarantee support services after hours or on weekends.  We do not guarantee that we can resolve each and every issue that might arise to your satisfaction.  We reserve the right to stop providing support services for a particular issue if we determine that we cannot reasonably resolve the issue, in our sole discretion.  If your requested support services require more than standard support, we may impose a service fee for the additional work.  If offered, and if you subscribe to an upgraded support service level, different support service terms may apply, which will be outlined in that offer and incorporated in these Terms by reference. 

Data Storage. You acknowledge that any and all Personal and Business Data that you provide in or through the Application and Services will be stored on servers which are owned and operated by SoTech Solutions as part of the My Game Processor app. Please see our Privacy Policy, incorporated into these Terms by reference, for more details about the information we collect and our security measures.  You acknowledge and agree that SoTech is not responsible or liable for any inability to access the Application and Services or for any failure or corruption of your data.  We encourage you to regularly back up your data on your own system. 

Beta Services. From time to time, we may make Beta Services available to you at no charge. You may choose to try such Beta Services or not in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms incorporated herein by reference. We may discontinue Beta Services at any time in our sole discretion and may make material modifications to the Beta Service before releasing a production version or may never make a production version available at all. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

SUBSCRIPTION FEES AND BILLING
Downloading the Application and accessing the Services are free to all users at this time.  Processor Accounts are charged a monthly fee based on the quantity of game processed through the Application and Services.  SoTech reserves the right to change the subscription framework and costs at any time in its sole discretion.  Any changes will be posted to the website at www.mygameprocessor.com and account holders will be notified via e-mail at the e-mail address in the Account.  By continuing to use the Application and Services after notification of any change in subscription costs, you are agreeing to any applicable subscription or processing charges associated with your Account.  
You agree to pay all fees specified by SoTech based on app usage. Payment obligations are non-cancelable and fees paid are non-refundable.

Invoicing and Payment. For Processors, we will invoice you for the previous month’s service usage based on the amount of game processed at the then-applicable fees. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date. You are responsible for providing us with complete and accurate billing and contact information and notifying us of any changes to such information. If you require a purchase order for payment, you will provide us with a valid purchase order form; provided, however, that no terms on any purchase order will be binding on us to the extent they differ from the terms of this Agreement.  Invoices will be sent via e-mail to the e-mail address associated with the Processor Account.  You are solely responsible for adding the mygameprocessor.com domain to your safe sender list.  SoTech is not responsible for any e-mailed invoices that are caught in a spam filter or are otherwise not delivered or discovered in a timely manner. 

Overdue Charges. If SoTech does not receive any invoiced amount by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future payments on payment terms shorter than net 30 days.

Suspension of Service and Acceleration. If any amount owing by you under this Agreement is 30 or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend your Account for the Application and Services until such amounts are paid in full. We will give you at least 10 days’ prior notice via e-mail that your Account is overdue before suspending your Account.

Payment Disputes. If you believe that there is an error on your bill or if you have other billing inquiries, please notify us within 30 days of the invoice date by contacting [email protected].  We reserve the right not to issue a credit or refund if you have not brought the issue to our attention within that 30-day period, except where required by applicable law.  We will not impose overdue charges or suspend your Account if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your use of the Application and Services. If SoTech has the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SoTech is solely responsible for taxes assessable against us based on our own income, property and employees.

Future Functionality. You agree that your subscription and purchases in connection with the Application and Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SoTech or its agents regarding future functionality or features.

NO WARRANTIES
THE FOLLOWING TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

The Application and Services are provided to you “as is.”  SoTech makes no promises that the Application and Services are accurate, complete, reliable, current, secure or error-free; that they will operate or be accessible without interruption; or that the Application and Services will be free from viruses or other harmful components.  You use the Application and Services at your own risk.

DISCLAIMERS
WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.  SOME STATES DO NOT ALLOW DISCLAIMER OF WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU.  

THIRD PARTIES AND THIRD PARTY LINKS
The participation of any Processor or other party in the Application and Services does not constitute an endorsement or recommendation of that Processor or other party by SoTech and SoTech is not responsible in any manner for their policies, practices, or statements.  To the extent the Application and Services provide or include links to other web sites or social media platforms, you agree that with respect to such web sites or platforms, we make no representations or warranties regarding same, nor will we be responsible to you or anyone else for any product, service or other materials that may be sold, licensed, distributed or promoted on such web sites or platforms, or in any manner for any content on such web sites or platforms.

INDEMNIFICATION
You agree to indemnify and hold harmless SoTech and its directors, officers, employees, agents, affiliates and representatives from and against any and all claims, expenses, liabilities, losses, and costs (including reasonable attorneys’ fees and costs) arising out of or relating to your violation of this Agreement or your use of the Application and Services other than as expressly authorized by these Terms, 

LIMITATION OF LIABILITY
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SOTECH AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE APPLICATION AND SERVICES IN THE TWELVE 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.

IN NO EVENT WILL ANY PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, OR GOODWILL, OR ANY 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.
TERM AND TERMINATION

Term of Agreement. This Agreement commences on the date you create your Account and continues until your Account is deleted or has been terminated.

Termination.  You agree that SoTech may terminate or suspend your access to the Application and Services if you violate these Terms.  Upon termination, your right to use the Application and Services shall immediately cease and you acknowledge and agree that we may immediately deactivate or delete your Account.  We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of your Account.  You may choose to terminate your Account at any time for any reason.  Any Processors whose Accounts terminate for any reason are still responsible for paying any fees that are due as of the termination date, in addition to any prior outstanding invoices, in accordance with the terms and processes in this Agreement.

NOTICES, GOVERNING LAW AND JURISDICTION
Manner of Giving Notice. You consent to receive all communication including notices, agreements, disclosures, invoices, or other information related to the Application and Services electronically via e-mail at the e-mail address in your Account.  You may send notices to SoTech via e-mail to [email protected].

Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of South Carolina. Any action related to or arising out of this Agreement will be subject to the exclusive jurisdiction of the state courts in York County, South Carolina or the federal district court for the District of South Carolina, Rock Hill Division.

DISPUTE RESOLUTION/ARBITRATION
If you and we have any sort of legal dispute or claim arising out of or relating to your use of the Application and Services, and it can’t be resolved by friendly discussion, then you agree that it will be submitted to final and binding arbitration.  Arbitration is less formal than a lawsuit in court.  Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts.  Arbitrators can award the same damages and relief that a court can award.  This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Application and Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.  YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

Exceptions: Notwithstanding the language above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) bring an individual action in small claims court; (B) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (C) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (D) to file suit in a court of law to address an intellectual property infringement claim.

Arbitration Rules: Arbitration under these Terms will be conducted in Rock Hill, South Carolina, under the Commercial Arbitration Rules then in effect of the American Arbitration Association, by a single arbitrator selected under such rules.  The arbitrator will have full power to subpoena and to fashion appropriate remedies, including to grant equitable, injunctive and/or declaratory relief.  Neither punitive damages nor trebled or otherwise escalated damages shall be awarded.  Judgment upon the award rendered in any arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement thereof as the law of such jurisdiction may require or allow.   The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us.  The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice and Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”).  Our address for Notice is: SoTech Solutions, LLC 3053 Drummond Ave., Fort Mill, SC 29707.  We will send any Notice to the mailing address associated with the applicable Account.  The Notice must: (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (“Demand”).  The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or we may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.  If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by us prior to selection of an arbitrator, we will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by us in settlement of the dispute prior to the arbitrator’s award; or (iii) $15,000.

Fees: If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules.  Any arbitration hearing will take place at a location to be agreed upon in Rock Hill, South Carolina, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (A) solely on the basis of documents submitted to the arbitrator; (B) through a non-appearance based telephone hearing; or (C) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.  If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.  Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.  If this subsection is found to be unenforceable or if the entirety of this Dispute Resolution and Arbitration section is found to be unenforceable, then the entirety of this Dispute Resolution and Arbitration section will be null and void.

Modifications to this Arbitration Provision: Except as otherwise provided in these Terms, if we make any future change to this arbitration provision, other than a change to our address for Notice, then you may reject the change by sending us written notice within 30 days of the change to our address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and us. 

You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to the Application and Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

GENERAL PROVISIONS
Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the parties regarding use of the Application and 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 this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency between this Agreement and any other documentation or communications related to the Application and Services, this Agreement shall control.

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety without the other party’s consent to a related entity or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

Force Majeure.  SoTech shall not be liable for any failure or delay in performance under this Agreement for causes beyond its reasonable control and not caused by its fault or negligence.

Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

Modification.  SoTech may modify or change the terms of this Agreement at any time in its sole discretion.  Any such modifications will be effective as of the date posted.  It is important that you review updates to this Agreement before you use or access the Application and Services.  If you continue to use the Application and Services after the effective date, you will be deemed to have accepted the updated Terms.  If you do not agree to any of the updated Terms, please discontinue use of the Application and Services.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
 

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