Effective Date: December 10, 2017
Welcome to www.nexdep.com (the “Site”) operated by Nexdep, Inc.. (“Nexdep”, “us”, “our”, and “we”). Nexdep provides the Site and services provided through the Site (“Services”) including an on demand litigation support marketplace platform for clients to book court reporters, legal videographers and interpreters (“Litigation Support Services”).
If you are using this Site on behalf of a corporation or other legal entity, you represent that you are authorized to accept these Terms on behalf of such corporation or other legal entity. The following terms and conditions apply specifically to any corporation or other legal entity that is subject to these Terms: (i) you agree to require each of your employees to be bound by these Terms, and (ii) you agree to remain responsible and liable for all acts and omissions of your employees in connection with the Site, including any breach of the Terms. All references to your access and/or use of the Site include access and/or use of the Site by your employees.
Type of Users
“The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Service Provider, a Client, both, or neither.
“Service Provider” refers to users of the Site who offer to provide litigation support services to other Nexdep Users. Services Providers are not the employees or agents of Nexdep.
“Client” refers to users who purchase services from a Service Provider.
Nexdep is a marketplace platform to connect Service Providers and Clients through an easy to use mobile and web interfaces. Client’s requests are routed to Service Providers for Litigation Support Services based on a proprietary matching engine that selects Services Providers for a given request. Our platform facilitates payment processing through collecting required monies from Clients on the Service Provider’s behalf.
Account Creation. In order to use certain features of the Services, you must register for an account with us (“your Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your Account in accordance with the Terms and Termination.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
Our Role as a Marketplace Platform
Nexdep is Not a Party to Contracts. Service Providers are not the employees or agents of Nexdep. We are not involved in agreements between Users. Users represent, understand and expressly agree that we do not have control over the quality, timing, legality or any other aspect whatsoever of the services actually delivered by the Service Providers, nor of any of the actions whatsoever of the Clients. At no point may we be held liable for the actions or omissions of any Service Provider performing services for you.
Nexdep Does Not Guarantee Results. Providing a service where potential Clients and Service Providers can meet does not imply an endorsement of any subscribing service provider. We do not sanction statements a Service Provider may post on the system. While we use commercially reasonable efforts to verify the identity and background of any Service Providers we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Service Provider. We do not warrant or guarantee that Service Providers are covered by liability insurance. We encourage Clients to perform additional research on any Service Provider before accepting services.
Reviews. From time to time, Clients may submit reviews of Service Providers and vice versa; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future matter. We will have no responsibility or liability of any kind for any User-Generated Content (defined below) you encounter on or through the Website, and any use or reliance on User-Generated Content is solely at your own risk.
Service Providers are independent professionals who offer to perform various Litigation Support Services for prospective Clients. They are not employees of Nexdep.
Service Provider Responsibilities. Service Providers are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Site, including without limitation User Content, and any communications they may have with prospective Clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the form, manner or content of communications with clients, advertising, or other matters.
All Fees Are Paid To Service Providers. Nexdep does neither provide nor charge for Litigation Support related services. Nexdep merely facilitates the collection of payment to Service Providers. Nexdep may charge a transaction fee for each Job facilitated by Nexdep in exchange for the services Nexdep provides to its Users. Service Providers will be notified of any changes in the transaction fee.
1099 Independent Contractor. Service Providers are 1099 Independent Contractors and are responsible for reporting their income to the IRS and paying taxes appropriately, taxes will not be withheld for consultants. Clients agree to only post projects properly structured to ensure the classification of 1099 Independent Contractors is properly that of 1099 Independent Contractors. Service Providers will perform the Job as an independent contractor and nothing in this Agreement will be deemed to create a partnership, joint venture, agency, or employer-employee relationship between 1099 Independent Contractors and Nexdep and any Service Providers or any Client. Nexdep, however, has no liability to the Service Providers or any Client if a determination legal or otherwise is made by a federal, state or local agency or authority that any Client is a joint employer of the Service Providers, or that the Service Providers are employees of Nexdep and/or of the Client.
We expend tremendous resources to provide our platform and services, to connect Clients and Service Providers. You are prohibited from making side-agreements or engaging in activities that can be deemed competitive to Nexdep with any user outside of our platform. Once introduced to a Service Provider and/or Client on our platform, you are prohibited from entering into any business transactions or agreements outside of our Platform as a way to circumvent our transaction fee. Service Providers agree not to receive direct payments from any Clients for the services you provide and you will only offer your services to our Clients through our platform. Clients agree not to send direct payments to Service Providers.
Client Payment Terms
Payment Process. Payment will be processed as specified in the Job and/or invoice and agreed upon by the Service Provider and the Client. When a Job (or a segment of the Job as pre-agreed in writing by the Client and the Service Provider) is completed by the Service Provider, our platform will have the right to charge the Client's credit card, bank account, or PayPal account for the full amount of the fee and charges or undisputed invoice, in addition to our processing fee, if any.
Payment Information; Taxes. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.
Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with us and User’s account must be adequately funded to pay for any services rendered.
Payment Authorization. By agreeing to these terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize us to satisfy.
Processing Fee Authorization. An applicable processing fee may be applied to payments to Service Providers prior to deposit in their bank account. By agreeing to these terms, you are giving We permission to charge this fee and are fully aware that it is part of the transaction between yourself and the Service Provider.
Notification of Payment or Non-Payment. We will email you a receipt when your card has been charged or if a payment fails. If your card cannot be charged your access to Services may be suspended and you will need to update your card information in order to resume use.
Chargebacks. Client acknowledges that Nexdep has a dispute resolution process in the event you have a dispute concerning the services provided to you. Thus, once you approve the services, you waive your right to any refund for the services. If you have a dispute concerning any payment transaction, please contact our billing department. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve theright to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. We will not be liable for any loss of files, data or content as a result of a Chargeback. Without limiting other available remedies, Client must pay Nexdep upon demand for amounts owed under this Agreement.
Disputes Between Clients and Service Providers
Our Service provides a mechanism for Service Provider and Client to resolve certain disputes, with the limitations set forth below. Our dispute procedures are for the benefit of our Users to help facilitate the transaction between Clients and Service Providers and to protect the integrity of our Platform so our Users have an enjoyable experience. In no way is the provision of these dispute procedures or payments issued by Nexdep under these procedures an admission of any liability of Nexdep.
Notice Period. Within fifteen (15) calendar days of the date the Services concludes (the “Dispute Notice Period”), the User will provide written notice to Nexdep at email@example.com setting forth in reasonable detail the facts and circumstances which are the basis of the dispute (i.e. Services not up to industry standard, or non-payment for services) (each, a “Services-Related Dispute Notice”). The User’s failure to submit a Services-Related Dispute Notice within the Client Dispute Notice Period will constitute permanent waiver of his or her right to request relief.
Mediation Period. In the event that the User does submit a Dispute Notice within the Dispute Notice Period, Nexdep will attempt in good faith to work with the Client and Services Provider for a period of up to fourteen (14) calendar days from the date of the Dispute Notice (the “Disputed Matter Mediation Period”) to resolve the Disputed Matter. In the event that the Disputed Matter is successfully resolved within the Disputed Matter Mediation Period, each of the Client, Services Provider and, if relevant, Nexdep will take the agreed upon steps to execute the agreed-upon resolution.
Final Determination. In the event that the Disputed Matter remains unresolved at the conclusion of the Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Disputed Matter Mediation Period, Nexdep will make a determination in its sole and absolute discretion (the “Disputed Matter Decision”), and based upon the information provided by the Client and Services Provider, as to whether the nature and quality of the Services Provider’s services rendered in connection with the Job which is the subject of the Disputed Matter were consistent with industry standards and these Terms and Conditions.
Refund. Should Nexdep decide the Disputed Matter in favor of the Client, and it was decided that Client is entitled to a refund (full or partial) for any amount previously remitted to the Service Provider on the project at issue, Service Provider will issue a refund to the Client in the determined amount within seven (7) days from the Disputed Matter Decision.
Payment. Should Nexdep decide the Disputed Matter in favor of the Services Provider, the Client must pay any withheld payment amounts within seven (7) days from the Date of the Disputed Matter Decision.
We may provide an App for Users to access the Services via a mobile device. To use the App you must have a mobile device that is compatible with the App. We do not warrant that the App will be compatible with your mobile device.
You may not: a) modify, disassemble, decompile or reverse engineer the App; b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third-party; c) make any copies of the App; d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or e) delete the copyright and other proprietary rights notices on the App.
App Stores. You acknowledge and agree that the availability of the Mobile Apps is dependent on the third party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that these Terms are between you and Nexdep and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
Rights and Licenses
License to Use Site. We grant you a non-transferable, non-exclusive, right to access and use the Services
for your personal use.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, except and if otherwise expressly set forth in Section 9.
No Support or Maintenance. You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services.
Ownership of the Services. Excluding your User Data and User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, including the Site, are owned by us or our licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.
Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Nexdep includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of User includes consists of non-public data directly provided by User to Nexdep enable the provision of the Services (“User Data”), non-public financial information and other confidential event information, but does not include de-identified data, analytics data concerning users or their behavior using any of the Services, custom workflows, aggregated data obtained by systems used by Nexdep. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Promotional Use. By registering for an Account, you agree that we may identify it as a User of our Services for marketing or other purposes. You grant us a sublicensable, assignable right and license to use, exploit and create derivative works of pictures, copyrightable material, or logos your company on our website and/or promotional materials. This license grant survives termination of representation.
User Content. “User Content” means any and all information and content that a user submits to or posts on: (a) the Services and (b) on social networking sites where we have a page or presence. You will own your User Content, with the understanding that you agree that we may use and reproduce the User Content you make available on our social networking sites and on the Services. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. We reserve the right to remove any User Content from the Service at our discretion.
The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content;
You will abide by our Acceptable Use Policy below; and
You affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.
You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.
License. You grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. Your permission to use the Services is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:
post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
use the service for any unlawful purpose or for the promotion of illegal activities;
attempt to, or harass, abuse or harm another person or group;
use another user’s account without permission;
provide false or inaccurate information when registering an account;
interfere or attempt to interfere with the proper functioning of the Service;
make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
use the Site or any of its contents to advertise or solicit, for any commercial purpose or to compete, directly or indirectly, with our Service;
bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
publish or link to malicious content intended to damage or disrupt another user’s browser or computer.
Feedback. If you provide us any feedback or suggestions regarding the Services (“Feedback”), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
Links to Other Sites and/or Materials
Third Party Sites, Ads and Ad Networks. As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Users may also include links to their website or other Third Party Sites on their listings. These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
Links to Our Site. You are permitted to link to our Site for non-commercial purposes, provided that you do so in a way that is fair and legal and does not damage our reputation. You may not link to our Site in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You may not deep-link to any page of this site for any purpose whatsoever unless the link is expressly authorized in writing by us. We reserve the right to withdraw permission for any link.
Release. You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of this Agreement; (d) your violation of applicable laws or regulations; (e) infringement of intellectual property rights; (d) any damages stemming from the relationship between a Service provider and Client. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE SERVICES, INCLUDING THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOU’VE PAID US IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Term and Termination.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account involves deletion of your User Content from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
We respect the intellectual property of others and ask that users of our Site and Services do the same. In connection with our Site and Services and in accordance with the Digital Millennium Copyright Act’s (“DMCA”), we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our Services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Our designated Copyright Agent is:
Attn: Privacy Officer
Address: 107-40 Queens Blvd, Suite 205, Forest Hills, NY 11365
Counter Notice Procedures
If you receive a notification from Solomon Group that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Solomon Group with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Company's Designated Agent through one of the methods identified above, and include substantially the following information:
A physical or electronic signature of the subscriber;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Company may be found, and that the subscriber will accept service of process from the person who provided notification above or an agent of such person.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND Nexdep HAVE AGAINST EACH OTHER ARE RESOLVED.
You and Nexdepagree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of our Terms of Service Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
Choice of Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Claim Limitations. You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Agreement to Arbitrate
You and Nexdep each agree that any and all disputes or claims that have arisen or may arise between you and Nexdep relating in any way to or arising out of this or previous versions of the Terms of Service Agreement, your use of or access to Nexdep’ Services, or any products or services sold, offered, or purchased through our Services will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in Andover, New York, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its applicable rules and procedures, as modified by this Agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes.
Your rights will be determined by a neutral arbitrator a judge or jury. Arbitration procedures are simpler and more limited than the rules in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by the Court.
You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in _______, New York.
Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Copyright/Trademark Information. Copyright © 2016 Nexdep, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
107-40 Queens Boulevard, Suite 205, Forest Hills, NY 11375
Last Updated December 10, 2017