CLYDE TECHNOLOGIES, INC.
Last Updated: May 20, 2020
SECTION 12 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN Clyde AND CONSUMER END USERS TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 12 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
By accessing or using any Clyde application, extension or plug-in known as “Clyde” with an authorized link to this Agreement (each, an “App”), accessing or using any content, information, services, features or resources available or enabled via the App (collectively with the App, the “Services”), clicking on a button or taking any other action to signify your acceptance of this Agreement, or completing our account registration process, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Site; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Clyde; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. References to “you,” “User” and “Users” in this Agreement refer to all individuals and other persons who access or use the Services, including, without limitation, any companies, organizations or other legal entities that register accounts or otherwise access or use the Services through their respective employees, agents or representatives. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Subject to Section 12.9 of this Agreement, Clyde reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
1. About Clyde. Our App, known as “Clyde”, is an application that enables consumer end users (each, a “Consumer”) to purchase product warranties and extended product warranties (each, a “Product Warranty”) made available by third party insurers/obligors (each, an “Insurer”), in connection with the purchase of products from third party websites and/or service providers that have integrated our App (each, a “Merchant”). Our Service acts as a venue to connect Consumers, Insurers and Merchants in connection with the sale of Product Warranties. Clyde DOES NOT offer, broker or underwrite Product Warranties, and Clyde does not fulfill any purchases of products, merchandise, goods or services from Merchants.
2. For Consumers. If you are a Merchant, the following terms of this Section 2 DO NOT apply to you.
2.1 Product Warranties. When you go to purchase a Product Warranty via the App, our App will automatically match you with Product Warranties that fulfill the criteria you have selected on our App. All Product Warranties are made available solely by their applicable Insurers, and all applicable terms and conditions related to such Product Warranties will be made available to you prior to your purchase. Clyde DOES NOT OFFER, FULFILL, UNDERWRITE OR BROKER ANY PRODUCT WARRANTIES. All information made available by Clyde related to any Product Warranty is solely the responsibility of the applicable Insurer who provided such information, and Clyde will not have any liability to you or anyone else for such information. If you have any issue with your Product Warranty or need Product Warranty support, please contact the Insurer who issued such Product Warranty for support.
2.2 Product Warranty Orders. Although we strive to accept all valid orders, Clyde reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the Product Warranty ordered or receive insufficient or erroneous billing, payment, and/or delivery information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the ordered Product Warranty is unavailable due to discontinuance or otherwise. We may also refuse any order that is connected with a previous payment dispute. If any Product Warranty is discontinued or otherwise becomes unavailable, Clyde reserves the right to cancel your order and provide you a refund for the amount paid for the Product Warranty.
2.3 Responsibility for Products. You acknowledge and agree that Merchants are solely responsible for any Products you purchase from them, and that Clyde is not and shall not be responsible for any Products. In the event you have any issue with your Products, please contact the applicable Merchant.
3. For Merchants. If you are a Consumer end user of the Service, the following terms of this Section 3 DO NOT apply to you.
3.1 Registering Your Account. In order to access certain features of the App and Services, you will be required to register for any Account (as defined below). When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You further agree to notify Clyde immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Clyde. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.
3.2 Third Party Accounts. In order to access and use certain features of the Services, you will need to link your Account with third party account(s) (each, a “Third Party Account”) that govern your use and access to the applications, data services, software and content made available by third parties which are supported by our Services (collectively, “Third Party Services”). You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be accessible through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND THE EXPERIENCE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD PARTY ACCOUNTS.
3.3 Third Party Services. You understand that Third Party Services, including the applications, data services, software and content made available by the relevant third parties that control such Third Party Services (“Third Party Providers”), and that access to and use of such Third Party Services, including the availability thereof and uptimes related thereto, is solely determined by the relevant Third Party Providers. Clyde will have no liability to you for any unavailability of any Third Party Services, or any Third Party Provider’s decision to discontinue, suspend or terminate any Third Party Services. You acknowledge and agree that certain Third Party Services may be subject to certain API call and/or capacity limits, and that you shall not use any Third Party Services in excess of any such call or capacity limits communicated by Clyde to you. All right, title and interest in and to any Third Party Services are and shall remain the sole property of their respective Third Party Providers.
3.5 Cancelling Product Warranties. In the event you wish to cancel or refund any Product Warranty provided to a Consumer, you must contact Clyde at: email@example.com and Clyde will use reasonable efforts to cause the applicable Insurer to cancel such warranty. Please note that if you cancel or refund any Product Warranty after thirty (30) days from the date such warranty has been issued, your refund may be prorated, in which case you will not receive a full refund.
3.6 App License. Subject to the terms of this Agreement, Clyde hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to install, execute and run the App on your Merchant Site, for the sole purpose of making the Services available to Consumers.
3.7 Licenses and Permits. You are solely responsible for obtaining all licenses, permits, and consents necessary to integrate, offer, advertise and provide the Services with your Merchant Site. You agree that you shall not use or promote the Services in violation of any applicable laws, rules, regulations or ordinances.
4. Feedback. You agree that your submission of any ideas, suggestions, documents, and/or proposals to Clyde (“Feedback”) is at your own risk and that Clyde has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Clyde a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
5. Ownership of and License to Use Services.
5.1 Use of the Services. Clyde and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Clyde grants you a limited license to use the Services, in the case of Consumers solely for your personal non-commercial purposes, and in the case of Merchants, solely for your internal business purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. Clyde, its suppliers, and its service providers reserve all rights not granted in this Agreement.
5.2 Trademarks. Clyde's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Clyde and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. If you are a Merchant, Clyde hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to display Clyde’s stylized name and marks for the sole purpose of advertising and promoting your Merchant Site’s integration with and use of the App and Services; provided, that, all use must be in strict conformance with any trademark guidelines provided by Clyde from time to time. All goodwill arising from your use of Clyde’s stylized name and marks will inure solely to the benefit of Clyde.
6. Restrictions on Use of the Services. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Clyde’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. Clyde reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Clyde pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Clyde under law, equity, statute, or otherwise.
7. Indemnification. You agree to indemnify and hold Clyde, its parents, subsidiaries, affiliates, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Clyde Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your misuse of the Services; (b) your violation of this Agreement; (c) your violation of any rights of another party, including any Users; (d) your violation of any applicable laws, rules or regulations; or (e) any claims related to any Products or Product Warranties. Clyde reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Clyde in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
8. Disclaimer of Warranties and Conditions.
8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE Clyde PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Clyde PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
8.2 YOU ACKNOWLEDGE AND AGREE THAT THE Clyde PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE Clyde PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
8.3 CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. Limitation of Liability.
9.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE Clyde PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT Clyde HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE Clyde PARTIES ARE LIABLE TO YOU: (I) IF YOU ARE A CONSUMER, EXCEED ONE HUNDRED DOLLARS USD ($100), OR (II) IF YOU ARE A MERCHANT, EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO Clyde IN CONNECTION WITH THE PRODUCT WARRANTIES PURCHASED FROM YOUR MERCHANT SITE DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) UNDER WHICH LIABILITY FIRST AROSE. THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
9.3 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Clyde and you.
10. Termination. At its sole discretion, Clyde may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Clyde reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Clyde for any purchases will remain due.
11. International Users. Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Clyde intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by Clyde from its facilities in the United States of America. Clyde makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
12. Dispute Resolution. If you are a Merchant, the following terms of this Section 12 DO NOT apply to you. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Clyde and limits the manner in which you can seek relief from us.
12.1 Applicability of Arbitration Agreement. You agree that any dispute between you and us relating in any way to the Services or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or Clyde may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
12.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Clyde, 579 Broadway, 2C, New York, New York 10012, Attn: Support. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Clyde will pay them for you.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S., county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
12.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Clyde. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
12.4 Waiver of Jury Trial. YOU AND Clyde HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Clyde are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS ClydeRED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 12.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and brought into the state or federal courts located in New York in accordance with Section 13.4. All other claims shall be arbitrated.
12.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Clyde, 579 Broadway, 2C, New York, New York 10012 , Attn: Support or email to privacy@Clyde.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
12.7 Severability. Except as provided in Section 12.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
12.8 Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Clyde.
12.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Clyde makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Clyde at the following address: Clyde, 579 Broadway, 2C, New York, New York 10012, Attn: Support.
13. General Provisions.
13.1 Electronic Communications. The communications between you and Clyde use electronic means, whether you visit Services or send Clyde e-mails, or whether Clyde posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Clyde in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Clyde provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
13.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Clyde’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.3 Force Majeure. Clyde shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Clyde agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state courts and federal located in New York City, New York.
13.5 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
13.6 Notice. Where Clyde requires that you provide an e-mail address, you are responsible for providing Clyde with your most current e-mail address. In the event that the last e-mail address you provided to Clyde is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Clyde’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Clyde at the following address: Clyde, 579 Broadway, 2C, New York, New York 10012, Attn: Support. Such notice shall be deemed given when received by Clyde by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.7 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: Clyde, 579 Broadway, 2C, New York, New York 10012, Attn: Support, e-mail firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.9 Severability. Subject to Section 12.7, if any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
13.10 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.11 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.