End-User License Agreement

Terms of Use

This End User License Agreement (the “Agreement”) is a binding agreement between you (the “End User” or “you”) and Ticket Wiper Corp. (“TW” or, the “Company”), 4403 15th Avenue, Ste. 279, Brooklyn, New York 11219.  This Agreement will govern your use of the mobile application and all related services provided by TW, including the TW website (including all related documentation, the “Application”).  The Application is licensed, not sold to you.  Please read the Agreement carefully before obtaining or using any materials, information, products or services through the Application.  By obtaining, accessing or using any content, data, materials, information, products or services through the Application, you are agreeing to be bound by the terms of this Agreement and all other agreements between you and the Company, including the TW Privacy Policy, which may be viewed here (the “Privacy Policy”).  If you do not agree to the terms of this Agreement, you may not utilize the Application.  

This Agreement and all policies posted on the Application set out the terms upon which the Company offers you access to and use of the Application, services, applications, and tools (collectively, the “Services”).  All policies and related agreements between you and the Company are incorporated into this Agreement.  You agree to comply with all the above when using the Services.  

The Company is not a law firm or your attorney.  The Services are not a substitute for the advice and counsel of an attorney. Though all information provided to the Company is protected by the Privacy Policy, your communications with TW are not protected by an attorney-client privilege.  No one you communicate with at TW is your attorney, nor is TW providing you any kind of advice, explanation or recommendation about legal rights, remedies, defenses, opinions or selection of strategies.  

TW reserves the right to amend this Agreement from time to time

We recommend you print out a copy of this Agreement for your future reference.

Please be advised that this Agreement contains provisions that govern how claims you and the Company have against one another are resolved (see, Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below).  It also contains an agreement to arbitrate, which will, with limited exceptions, require you to submit claims you have against the Company to binding and final arbitration, unless you opt-out of the agreement to arbitrate (see Legal Disputes (“Agreement to Arbitrate”)).  Unless you opt-out: (i) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (ii) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

About Ticket Wiper

Ticket Wiper is an agency providing Services to End-Users seeking representation in their fight to alleviate the burdens placed on them by parking tickets and the like around the New York City metropolitan area.

Every ticket submitted through the Application and Services is tracked and processed by real humans with expertise on parking violations.  Our ticket wipers have decades of experience and a provide track record of success, getting an average of 60% of tickets submitted dismissed.

In utilizing the Application and Services, you may manually provide the details of particular tickets, but thanks to TW’s automated services, doing so is unnecessary.  Instead, on the “dashboard” page of the Application, you may select “Scan NYC Database” to enter your plate number and have the TW system check for any open tickets on your behalf.  If you do enter your ticket manually, the Application automatically double-checks your entry for accuracy.

While the Application and Services can be successful even with very minimal information, your chances for a successful resolution are improved by ten percent (10%) if you also upload a photo of your registration card.  Doing so will help the Company find any ticket errors that may be in the system.  Moreover, you can also add supporting documents such as a photo of blocked signs, unpainted curbs, broken meters and more so that the Company can build a better case for the dismissal of your respective ticket.

Using Ticket Wiper

You agree to that your use of the Application and Services is intended for your personal, non-commercial use unless otherwise provided for a prior express written permission from us.  You may only register to utilize the Application and Services if you are of sufficient legal age, are capable of entering into legally binding contracts, and are not temporarily or indefinitely suspended from utilizing the Application or services.

If you register with the Company and utilize the Application and Services, as contemplated under this Agreement, you are responsible for maintaining the confidentiality of your passwords, login and account information (“Your Confidential Info”).  You will be responsible for all use of the Application and Services by you and anyone using Your Confidential Info (with or without your permission).  Your Confidential Info must be accurate and up-to-date at all times.  If any of Your Confidential Info changes, you must update it immediately.  If you have any reason to suspect that your account is no longer secure (if, for example, you suspect there has been loss, theft or unauthorized disclosure of Your Confidential Info or your computer or mobile device used to access the Application), you must promptly change Your Confidential Info that is affected and notify TW.  

General Terms and Conditions

I. Acceptance of Terms.

By utilizing any of the Application and Services, you: (a) acknowledge that you have read and understand this Agreement; (b) represent that you are of legal age to enter into a binding agreement; and (c) accept this Agreement and agree that you are legally bound by its terms.  If you do not agree to these terms, do not use the Services and delete the Application from your mobile device immediately.  

II. Accuracy and Completeness of Information.

The Company endeavors to provide you information through the Services which is accurate and reliable.  However, TW makes no warranties as to the accuracy, correctness or completeness of any such information and assumes no liability or responsibility for any omissions or errors in the content of the Application or the Services, including, without limitation, the efficacy of the “Scan NYC Database” functionality.  TW reserves the right to revise the information contained on the website at any time, in its sole discretion, without any obligation to notify past, current or prospective visitors.  

III. Use of the Services.

You may download certain content that appears on the Application for your personal use, provided that you do not remove or modify any copyright, trademark or other proprietary notices. You expressly agree that no right, title or interest in any downloaded materials is transferred to you as a result of such downloading or copying. There are inherent dangers in downloading materials and information from the Internet, and the Company cautions you to make sure that you completely understand the potential risks before downloading any such content. You are solely responsible for adequate protection and backup of the data and equipment used in connection with any information downloaded from the Application, and TW will not be liable for any damages that you may suffer as a result of such download.

IV. Limited License.  

Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicenseable, fully revocable, license to install and use the Application for your personal, non-commercial use on a mobile phone or tablet owned or otherwise controlled by you (“Mobile Device”) during the term of this Agreement.   

V. License Restrictions.  

By using the Application, you agree not to: (a) copy the Application, except as expressly permitted herein; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not protectable under any law, of the Application; (d) remove, delete, alter or obscure any trademarks, copyright, patent or other intellectual property or proprietary rights, information or notices from the Application, including any copy thereof; (e) remove, disable, circumvent or otherwise create and/or us any workaround to any protections, rights management or security features in, or protecting, the Application; (f) assign, sublicense, lend, rent, lease, sell, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application to any third party for any reason.  

The Application is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to any local law or regulation.  

VI. Reservation of Rights.

You acknowledge and agree that the Application is provided under license and not sold to you.  You do not acquire any ownership interest in the Application under this Agreement or any other rights other than to use the Application in accordance with the license granted herein and subject to all terms, condition and restrictions under this Agreement.  The Company and its licensors and service providers reserve and shall retain all rights, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted pursuant to the terms of this Agreement. The Company reserves the right to terminate or otherwise close any account, without prior notice, at any time, and in its sole discretion.  You hereby acknowledge and agree that when you download, install or otherwise use the Application, the Company may use automatic processes (i.e., cookies and the like) to collect information about your Mobile Device and about your use of the Application.  Moreover, you may be required to provide certain information about yourself as a condition to downloading, installing or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others.  All information collected by TW through or in connection with the Application is subject to the Privacy Policy.  By downloading, installing or using the Application, End-User hereby consents to all actions taken by TW with respect to your information in compliance with the Privacy Policy.  

VII. Term, Termination and Suspension

The term of this Agreement (the “Term”) will commence upon your acceptance of this Agreement, as provided herein.  The Agreement shall remain in effect until terminated by End-User or TW in accordance with this Section VII.  

The Company reserves the right to suspend your license to use any or all of the Services or the Application, or to terminate this Agreement in its entirety (and, accordingly, cease providing any/all Services to you) for any reason, at the Company’s sole discretion.  

You may terminate this Agreement for any reason, in your sole discretion and at your convenience by closing your account for any Service for which TW provides an account closing mechanism.  

VIII. Updates

TW may, from time to time, and in its sole discretion, develop and provide updates to the Application (“Updates”).  Updates may include fixes, upgrades, patches and other corrections and/or new features.  Updates may also modify or delete in their entirety certain functionality and features of prior iterations of the Application.  End-User agrees that the Company has no obligation to provide any Updates or to continue to provide and/or enable any particular features of functionality.   

IX. Broker Authorization

By using the Application and/or Services you authorize the Company to represent you on all matters concerning the adjudication of parking summonses at the New York City Parking Violations Bureau and/or the New York City Department of Finance/Special Adjudication Unit.  You represent that you understand that you will be bound by any determinations made at such hearings and that you will not be able to present summonses, etc., for adjudication which have already been presented on your behalf by the Company.  You hereby designate the Company as your agent to receive all documentation relating to the results of any such hearing and to make payments relating thereto on your behalf, if necessary.

X. Standstill

Once a ticket is submitted to the Company through the Application, you hereby, expressly, unconditionally and irrevocably agree not to take any course of action that will intervene or circumvent the Company’s endeavors taken on your behalf, whether directly or indirectly.  To wit, you agree not to pay any fines related to any tickets submitted to TW unless and until the Company communicates with you the decision rendered by the New York City Parking Violations Bureau and/or the New York City Department of Finance/Special Adjudication Unit with respect to your parking violation.  Any breach of this Section X shall result in a cancellation fee of $5 payable to the Company in the Company’s sole discretion.

XI. Fees.

The Company derives its fees from a contingency pricing model (the “Pricing Model”).  Pursuant to the Pricing Model, the Company only charges you if it wins a ticket dispute.  Once your ticket is dismissed, TW collects payment in an amount equal to fifty percent (50%) of the ticket’s original fee, including any applied penalties. For example, if your meter ticket fine is $95, the Company charges nothing unless it wins.  In this example, upon dismissal of your ticket, TW would collect $47.50 as payment.

Unless you elect to opt in to the Automated Payments feature (see, Section XII below) your credit card or debit card will only be charged after your ticket is dismissed.  You will be notified of the verdict and of the payment amount once the Company processes it.  

Please note, New York City imposes certain deadlines within which to plead and/or respond to violations.  The deadlines are stated on the physical ticket you received.  If you should fail to submit the tickets to the Company within seven (7) business days prior to the state deadline, you will be responsible for any potential late fees incurred as a result.

In the event that your credit card or debit card is declined, or any payments are returned unpaid to TW for any reason, you will incur a payment fee of up to $25.00, or the maximum allowed by state law.  By using a credit card, debit card, paper check or an electronic check to make payment to TW, you agree that, if your payment is returned unpaid, you expressly authorize a one-time electronic funding transfer from your account for the amount of the payment plus any returned payment fees.  If payment is not received by the “Due By” date indicated on your statement, an additional late payment charge of up to $8.00 may be assessed to your account.

XII. Automated Payment For Tickets Not Dismissed.

In the event that TW is unsuccessful in its efforts to have your ticket dismissed, you may, at your election, opt-in to TW’s Automated Payment Feature (the “APF”).  By electing to utilize TW’s APF, you are expressly granting TW the authority to pay the fine associated with any undismissed parking violation to the New York City Parking Violations Bureau, the New York City Department of Finance/Special Adjudication Unit, and/or any other applicable governmental division, by utilizing the credit or debit card information associated with your account.

By utilizing the APF, you agree to the terms specified in this Agreement as well as TW’s Privacy Policy.  Please ensure that you read these terms carefully before opting in to the APF.  

Upon electing to allow TW to make payments on your behalf through its APF, you hereby agree to be charged the applicable sum associated with any fine for your undismissed ticket, as well as any credit card or debit card fees incurred by TW the New York City Parking Violations Bureau, the New York City Department of Finance/Special Adjudication Unit, and/or any other applicable governmental division.

In addition to those fees outlined above, you are responsible for any taxes and must pay the full price of the particular violation imposed without any reduction for taxes.  If there are any applicable taxes associated with payment, such taxes are your obligation and will be charged to you.  You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Applications.  

In the event that your credit card or debit card is declined, or any payments are returned unpaid to TW for any reason, you will incur a payment fee of up to $25.00, or the maximum allowed by state law.  By using a credit card, debit card, paper check or an electronic check to make payment to TW, you agree that, if your payment is returned unpaid, you expressly authorize a one-time electronic funding transfer from your account for the amount of the payment plus any returned payment fees.  If payment is not received by the “Due By” date indicated on your statement, an additional late payment charge of up to $8.00 may be assessed to your account.

XIII. Cancellation Policy.

 

Once a ticket is submitted through the Application, you will not be able to cancel your request.  If you submit a ticket in error, please notify the Company within twelve (12) hours of submission.  If you should fail to notify the Company within the period provided under this Section XII, the Company will assume that there was no error in the submission process.  Once the Company wins a ticket dispute on your behalf, your credit card will be charged pursuant to the terms of Section XI.

XIV. Failed Payment Fee.

In the event that the Company is unable to process a payment or payment is stopped, you will be charged a five dollar ($5.00) service fee per failed attempt.

XV. Assignment of Claims.

The Company may, at any time, and in its sole discretion, assign one or more collection agencies or third parties all or certain of its rights under this Agreement.  In addition to the amount due, delinquent accounts and/or chargebacks will be charged with fees and/or charges that are incidental to the collection of delinquent accounts and/or chargebacks, including, without limitation: collection fees and/or convenience fees and/or third party charges.  You hereby expressly agree that all communications pertaining to delinquent accounts will be made by electronic mail or by phones, as provided to the Company by you.  Such communication may be made by the Company or its agents.

XVI. Automated Record Search.

The Company employs an automated process wherein it searches for State databases for tickets linked to the license plate number registered with each End-User’s TW account.  By utilizing the Application, Services and/or the TW website, you authorize the Company, as well as its licensors, affiliates, agents and service providers, to automatically and without notice to you, dispute any future ticket the Company may find through these efforts, in accordance with the terms of this Agreement.

XVII. Limitation of Liability.

In no event will the Company be liable for any direct, indirect, punitive, special, incidental or consequential damages however they may arise, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the: (i) use of the information contained on the Application or Services; (ii) use of software downloaded or linked to from the Application; or (iii) for the failure to provide Services or information available from the Application, even if TW has been previously advised of the possibility of such damages.

In the event you have any dispute with one or more third parties as a result of your use of the Application, content or the Services, or are in any way damaged as a result of any third party action in connection therewith, you hereby release and covenant not to sue or otherwise make a claim, demand or file any legal action or institute any legal or regulatory proceedings against fixed, its affiliates, officers, directors, employees, agents, representatives and suppliers, for any claims, actions, demands or damages (whether direct, indirect, special, incidental or consequential), of whatever kind or nature, known or unknown, suspected or unsuspected, whether foreseeable or not, disclosed or undisclosed.

XVIII. Indemnification

You agree to indemnify, defend and hold the Company, its officers, directors, employees, agents, affiliates, counsel, successors and assigns, harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of any kind, including attorneys’ fees, arising from or relating to your use or misuse of the Application, Services, or your breach of this Agreement.  Moreover, you agree that TW assumes no responsibility for the content you submit or make available through the Application, Services.

XIX. Intellectual Property

The Company (and its affiliates) own the Application and all of the text, images, software, trademarks, service marks, copyrights, patents and/or other material contained therein (the “Proprietary Information”).  You agree not to copy or transmit any Proprietary Information, except for your personal, non-commercial, use on your computer or Mobile Device.  Nothing in this Agreement or any other agreement between the parties shall be deemed to have licensed or transferred the Proprietary Information to the End-User or any third party.  All right, title and interest to the Proprietary Information shall remain the sole property of the Company.  By using the Application and/or Services, you agree not to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive any other trade secrets from or about the Company’s Proprietary Information.  The Company reserves all rights no explicitly granted herein.

XX. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND THE COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED.

You and the Company agree that any claim or dispute at law or equity that has arisen or may arise between the parties relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to the Application and/or Services, or any products or services sold or purchased through the Application, the Services, or otherwise, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

a. Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern the Agreement and any claim or dispute that has arisen or may arise between you and the Company, except as otherwise stated in the Agreement.

b. Agreement to Arbitrate

You and TW each agree that any and all disputes or claims that have arisen or may arise between you and TW relating in any way to or arising out of this or previous versions of the Agreement, your use of or access to the Application, Services, or any products or services sold, offered, or purchased through from the Company shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, 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 “Agreement to Arbitrate”).

1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND TW AGREE THAT EITHER PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TW AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

2. Arbitration Procedures.

Arbitration is more informal proceeding than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Subsection 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.

The arbitration will be conducted by JAMS under its ADR Clauses, Rules and Procedures (the “JAMS Rules”) as modified by this Agreement. The JAMS Rules are available online at:  http://www.jamsadr.com/rules-clauses or by calling the JAMS at 1-800-352-5267.  The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration.  Rather, the JAMS Rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement.

A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). The Notice to the Company should be sent to Ticket Wiper Corp., Attn: Litigation Department, Re: Notice of Dispute, 4403 15th Avenue, Ste. 279, Brooklyn, New York 11219.  The Company will send any Notice to you to the physical address we have on file associated with your TW account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

If you and the Company are unable to resolve the claims described in the Notice within thirty (30) days after the Notice is sent, you or the Company may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the JAMS website at www.jamsadr.com under the title “Demand for Arbitration Form”. In addition to filing this form with the JAMS in accordance with the JAMS Rules, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to the Company at the following address: 4403 15th Avenue, Ste. 279, Brooklyn, New York 11219. In the event the Company initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your TW account. Any settlement offer made by you or the Company shall be deemed confidential and not be disclosed to the arbitrator.  

Any arbitration hearing shall be held in New York, New York.  If the value of the relief sought is $10,000 or less, you or the Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and the Company subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or the Company may attend by telephone, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same End-User to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

3. Costs of Arbitration.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, unless otherwise stated in this Agreement. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse the Company for all fees associated with the arbitration paid by the Company.

4. Severability

With the exception of any of the provisions contained in the Prohibition of Class and Representative Actions and Non-Individualized Relief, if an arbitrator or court decides that any part of this provision is invalid or unenforceable, the other subsections of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.

5. Opt-Out Procedure

IF YOU ARE A NEW TW USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO TICKET WIPER CORP., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 4403 15th AVENUE, SUITE 279, BROOKLYN, NEW YORK 11219.

Should you desire to submit an Opt-Out Notice to the Company, such Opt-Out Notice must include: (i) your name; (ii) your address (including street address, city, state and zip code); (iii) your user ID(s) (if applicable); and, (iv) the email address(es) associated with the TW account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out of the Agreement to Arbitrate, all other parts of the Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

6. Future Amendments to the Arbitration Provision

Notwithstanding any provision in the Agreement to the contrary, the parties agree that if any amendment is made to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against the Company prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and the Company. TW will notify you of amendments to this Agreement to Arbitrate by providing such notice to you at the email address you provide upon registering for your TW account. If you do not agree to these amended terms, you may close your TW account within the 30-day period and you will not be bound by the amended terms.

c. Judicial Forum for Legal Disputes

Unless the parties agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and the Company must be resolved exclusively by a state or federal court located in New York, New York. You and the Company agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such claims or disputes.

In any such action or any action we may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including, but not limited to, costs, both taxable and non-taxable, and reasonable attorneys’ fees.  

d. All The Rest

 

TW expressly reserves the right at any time, in its sole discretion, to change or otherwise modify this Agreement with or without prior notice.  The Company’s right to amend the Agreement includes the right to modify, add to, or remove terms in the Agreement. Your continued use and/or access of the Application and/or Services shall be deemed to constitute your acceptance of any updates or modifications that may be made to this Agreement. Please review this Agreement periodically for changes.  If you object to any terms and provisions in this Agreement or any subsequent modifications thereof, or become dissatisfied with the Application, and/or Services in any respect, your sole recourse is to immediately terminate use of the foregoing. You agree to observe these other terms and conditions in all respects.  If the Company fails to act with respect to your breach or anyone else’s breach on any occasion, such failure to act shall not be deemed a waiver of our right to act with respect to any similar breach or conduct in the future.  

The Application is commercial computer software as defined under 48 C.F.R. §2.101.  Accordingly, if you are an agency of the United States Government or any contractor thereof, you will receive only those rights with respect to the Application as are granted to all other End-Users under license, in accordance with, inter alia: (i) 48 C.F.R §227.7201, et. seq., with respect to the Department of Defense and their contractors; and (ii) 48 C.F.R. §12.212, with respect to all other United States Government licensees and their contractors.  

Except as otherwise provided in this Agreement, if any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.  

Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose outside the ambit of this Agreement whatsoever.  You may not assign, delegate or transfer your rights or obligations under this Agreement.  The Company may assign our rights and duties under this Agreement without such assignment being considered a change to the Agreement and without notice to you.

Headings are for reference purposes only and do not limit the scope or extent of such Section. The Company’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. The Company does not guarantee it will take action against all breaches of this Agreement.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

This Agreement, the Privacy Policy, and all policies therein set forth the entire understanding and agreement between you and the Company and supersede all prior versions of this Agreement and Privacy Policies between you and TW.

The following Sections of this Agreement survive any termination of this Agreement: Fees, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.

You acknowledge that you have read and understood this Agreement, and that this Agreement has the same force and effect as a signed agreement.  

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