Terms of Service

Terms of Service

Revised and Effective as of: December 9, 2022

These Terms of Service (including all of our other terms and policies referenced herein, these “Terms”) constitute a legal agreement between CodeFi Solutions, LLC d/b/a Boots USA (“Boots”, “we”, “us”, or “our”) and you, regardless of your corporate form or if you are an individual, and it governs your use of, and dealings with us, any of our products and/or services, including our website (https://bootsusa.io/), Platform (as defined below), and integrated services (collectively, the “Services”). For the purposes of these Terms, the terms “you”, “your”, “yourself” and “User” means you as the user of the Services.

BY REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THESE TERMS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THESE TERMS; (D) YOU ARE AGREEING THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” AND “YOUR” IN THESE TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

MAKE SURE YOU READ THIS AGREEMENT AND THE PRIVACY POLICY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS TO USE THE SERVICES. These Terms and our Privacy Policy (collectively, the “Agreement”) define the terms and conditions under which you’re allowed to use the Services in accordance with the Agreement, which in addition to our Privacy Policy, describe how we’ll treat your account and the data we collect and process about you while using the Services. If you don’t agree to these Terms, you must immediately discontinue your use of the Services.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND BOOTS AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND BOOTS WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

  1. Changes to these Terms. We may unilaterally amend any part of these Terms at any time by posting amended terms on our website or our mobile application (collectively, the “Platform”) and you acknowledge that EACH TIME YOU USE ANY OF THE SERVICES, YOU AGREE TO THE CURRENT VERSION OF THESE TERMS. However, unless you agree to changes to this Agreement by using any of the Services, amendments we make to this Agreement will not impose new obligations on you with respect to any actions you took before the change became effective.  Any changes become effective as of the “Last updated” date below.

  2. Account

    1. Account Activation. We will provide you with an account (the “Account“) in order to use the Services. You are fully responsible for all activities performed on, with or through your account. You agree to: (a) provide true, accurate, current and complete information as prompted by the registration form in the Platform (the “Registration Data“), (b) maintain and promptly update the Registration Data to ensure the information is true, accurate, current and complete, (c) promptly, and without undue delay, inform us of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, and (d) endeavor to exit from the account at the end of each work session. We undertake no obligation to verify the Registration Data provided by you. If you breach subsection (c) above, we may, upon reasonable notice and opportunity to cure, suspend your account and refuse any and all current or future use of the Services (or any part of them), until such condition is remedied to our reasonable satisfaction.

    2. Account and Password. Each User that uses the Services must select a password when registering. Each User will be assigned an initial password for access to and use of the Services, which you shall change when first accessing the Services. You acknowledge that once the initial password provided to you is changed, we do not retain the technical ability to retrieve such passwords, and you will need to follow the steps to reset your password if lost or forgotten. You are fully responsible for all activities that occur using your password. You acknowledge and agree that we shall not be liable for any loss that you may incur as a result of someone else using a password that has been assigned to or obtained by you, either with or without the knowledge of you; nor shall we be liable or responsible for any unauthorized access or misuse of the Services by you. You agree that you will promptly notify us of any violation or suspected violation of this Agreement or any actual or suspected data or security breach.

    3. Sharing Account Access. You acknowledge that we do restrict sharing of accounts and passwords and agree that you will be responsible for any liability to the extent arising from such use or sharing of accounts. You agree to comply with all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Services but especially those related to data privacy. You shall be responsible for any breach of this Agreement. You agree that you will promptly notify us of any violation or suspected violation of this Agreement or any actual or suspected data or security breach.

    4. Changes to Account Information. You agree to keep the information in your Account current. You must promptly update your Account with any changes affecting you, the nature of your Provider Services, business activities, or any other pertinent information. We may suspend your Account or terminate these Terms if, in our sole judgment, you fail to keep this information current.

  3. Services

    1. License to the Services. Subject to the terms and conditions of this Agreement, we grant to you, a non-exclusive, non-transferable, non-assignable (except as set out in Section 17.3 below), worldwide, limited right to access the Platform and to utilize the Services (as such Services may be modified, revised and updated in accordance with this Agreement).

    2. Restrictions on Use. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By using the Services, you represent, warrant, covenant, and agree that:

      1. you will not engage in any act not expressly permitted by these Terms, or access or use the Services in violation of these Terms or in violation of any applicable laws, rules or regulations;

      2. you will not access or use the Services if you are not fully able and legally competent to agree to these Terms;

      3. you will not interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;

      4. you will not take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure;

      5. you will not resell or make any commercial use of the Services or any of the Service content;

      6. you will not modify, adapt, translate, reverse engineer, decompile, disassemble, or convert into human readable form any of the Service content not intended to be so read, including using or directly viewing the underlying HTML or other code from the Services except as interpreted and displayed in a web browser;

      7. you will not copy, imitate, mirror, reproduce, distribute, publish, download, display, perform, post, store, or transmit any of the Service content, including any trademarks, in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise;

      8. you will not use any manual or automated software devices or other processes (including data mining, bots, spiders, automated tools or similar data gathering and extraction methods) to “crawl” or “spider” any page of the Services or to collect any information from the Services or any user of the Services;

      9. you will not harvest or scrape any content from the Services, or use other automated or manual means to take our content without our prior consent;

      10. you will not bypass, circumvent, or attempt to bypass or circumvent any feature of the Services or any measures we may use to prevent or restrict access to the Services, including other accounts, computer systems or networks connected to the Services;

      11. you will not run any form of auto-responder or “spam” on the Services;

      12. you will not otherwise take any action in violation of these Terms or our Privacy Policy;

      13. you will not upload content to the Services that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals; and

      14. you will not upload content that is pornographic or provides materials or access to materials that exploit people in an abusive, violent or sexual manner.

    THIS PARAGRAPH WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

  4. Use of Platform. During the Term of this Agreement, you will have the ability to utilize the Platform under the conditions set herein.

    1. Marketplace.

      1. Our Platform provides access to an online on-demand marketplace (the “Marketplace“) whereby Users seeking to provide on-site construction draw inspection services pertaining to the financing industry ranging from draw inspections, project assessments, and documentation of other critical items within an active construction site (collectively, the “Provider Services“), can connect with lending institutions (the “Lenders“) seeking to procure such Provider Services as part of their lending process.

      2. Once you register for your Account and it has been activated, you will have the ability to review and apply for Lender on-site construction draw inspection service postings (each, a “Posting“), which will be searchable and available to you via the Marketplace based upon parameters and search criteria that you select (for example: direct requests, geographic area, type of on-site field inspection services requested). You agree that you shall only utilize the Services for legitimate and lawful transactions. Our Platform solely provides a listing, marketing, communication, and payment mechanism, and we shall not be responsible for any of the Postings. Use of the Marketplace is always at your discretion and your sole risk and any problems with a Lender should be resolved in the first instance with the applicable Lender. WE DO NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY POSTING ADVERTISED OR OFFERED BY ANY LENDER THROUGH THE MARKETPLACE. WE WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT OR SERVICES EXCHANGED BY MEANS OF THE MARKETPLACE. You agree to indemnify and hold us and our affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of the Marketplace or your relationship with any Lenders.

    2. Third-Party Integration. Our Platform may be integrated into other third party construction management software (“Third-Party Software“) as part of the overall construction lending process. As such the Services may include, incorporate, utilize or work with other Third-Party Software, tools, applications, content, data or other materials, including related documentation, that are owned by persons other than us and that are provided to you on license terms that are in addition to and/or different from those contained in this Agreement, including but not limited to third-party license terms (“Third-Party Licenses“). You agree (i) any use of our Services via any Third-Party Software may result in limited functionalities of the Platform, support, maintenance or service level obligations provided to you on our behalf; and (ii) to be bound by and shall comply with all Third-Party Licenses. Any breach by you of any Third-Party License shall be considered a breach of this Agreement as well.

  5. Intellectual Property Ownership.

    1. Rights We grant You.

      1. The Services contain material that is derived in whole or in part from material owned by us as well as third parties. We expressly and exclusively reserve for ourself (and our licensors) any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights“) that are created, generated, acquired, or used in connection with the Services. The look and feel of the Services, including but not limited to any custom graphics, button icons, and scripts are also our property, and you may not copy, imitate, or use them, in whole or in part, without our prior written consent. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof).

      2. You acknowledge and agree that any of our names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services are owned by us, unless otherwise noted, and may not be copied, imitated, or used (in whole or in part) without our prior written consent. All other trademarks, names, or logos referenced on the website or the Services as “Third-Party Trademarks” are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.

      3. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “Feedback). By submitting Feedback to us, you hereby grant us a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into our products or services, create derivative works from, or otherwise exploit any such Feedback without any compensation to you.

    2. Rights You Grant Us. Parts of the Services may allow you to post, submit, email, message, upload, or otherwise make available any messages, text, images, or other materials on or through the Services (“User Content“). As between you and us, you retain whatever ownership rights in that User Content you had to begin with. During the Term, you grant us a worldwide, royalty-free, sublicensable, and transferable license to (a) to use, reproduce, modify, adapt, and publish that User Content for the purpose of providing the Services; (b) to create aggregations and summaries of the User Content or portions thereof and to use, disclose, and distribute such aggregations publicly to any third-party in support of our business (both during the period that these Terms are in effect, and thereafter), provided that such aggregations and summaries do not directly or indirectly identify the you or your User Content; and (c) as necessary to improve upon the Services provided to you. This license includes a right for us to make your content available to, and pass these rights along to, service providers with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services. We do not need any further approval for our use of your User Content.

  6. Payments.

    1. Service Fees. For Marketplace Postings, Lenders designate the pricing for each Posting, and you will have the ability to view the price (the “Service Fee“) for each Posting prior to accepting it. You are entitled to the Service Fee for the provision of the Provider Services that you perform on behalf of the Lenders through any Marketplace Postings, as provided in this Agreement. For all other Services provided through a Third-Party Software, the payment of any fees shall be handled through the Third-Party Software and may be subject to different terms than those contained in this Agreement.

    2. Payments, Adjustments and Settlement. We will collect payments owed to you by the Lenders as your limited payment collection agent and you agree that the receipt of such payments by us satisfy the Lender’s obligation to you. We reserve the right to adjust or withhold all or a portion of the Service Fee owed to you (i) if we believe that you have attempted to defraud or abuse the Lender, us, or our payment systems, or (ii) in order to resolve a Lender complaint (e.g., failed to properly perform the Provider Services). Our decision to adjust or withhold the Service Fee or other payment in any way shall be exercised in a reasonable manner. We will use reasonable efforts to ensure that your Service Fee and any other payments to you will be paid to you in accordance with the terms as set forth on each statement of work (“Statement of Work“). You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.

    3. Our Fees. In exchange for facilitating the Provider Services that you provide to Lenders; you agree to pay us (and permit us to retain) a fee based on each transaction in which you provide Provider Services (the “Platform Fees”). The Service Fee shall be a set amount as set forth in each applicable Statement of Work. In addition, we may charge you other fees on a one-time, recurring or periodic basis. The amount of such fees may vary by market or other factors and shall be communicated to you in advance of incurring the fee.

  7. Monitoring. We reserve the right to monitor the use by you and other users of the Services, including any Postings made via our Platform and the completion thereof. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of these Terms.

  8. Copyright Policy.

    1. Copyright Complaints

      1. If you believe that your work has been reproduced in the Services in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you may submit a notification to our copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA“). We will process, investigate, and respond expeditiously to notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement

      2. If you file a notice with our Copyright Agent, the notice should be filed with our Copyright Agent:

        CodeFi Solutions, LLC d/b/a Boots Technologies
        Attn: Copyright Agent
        109 Cleveland Avenue
        Cocoa Beach, FL 32931
        email: support@bootsusa.io

      3. A notice claiming copyright infringement must comply with the requirements set forth at 17 U.S.C. § 512(c)(3) (or any successor statute thereto). That means that such notice must:

        1. contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;

        2. identify the copyrighted work claimed to have been infringed;

        3. identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;

        4. provide your contact information, including your name, address, telephone number, and an email address;

        5. provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

        6. provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    2. Counter-Notice.

      1. If you believe your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your content, you may send a written counter-notice containing the following information to our Copyright Agent:
        1. your physical or electronic signature;

        2. identification of the content that has been removed, or to which access has been disabled, and the location at which the content appeared before it was removed or disabled;

        3. a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

        4. your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located in Miami, Florida and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

      2. If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

    3. Acknowledgement. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.

    4. Repeat Infringer Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

    5. Other Intellectual Property Claims. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by noting this in your written notice.

  9. Security. While we work to protect the security of your Account, we cannot guarantee that unauthorized third parties will be able to defeat the security measures of the Services. Therefore, you expressly agree to use best efforts and practices to keep your Account and password secure. You agree to notify us immediately of any compromise or unauthorized use of your Account.

  10. Privacy Policy. Please refer to our Privacy Policy, as updated from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  11. No Warranties. THE SERVICES ARE PROVIDED “AS IS” AND WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO YOUR USE OF THE SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not guarantee the continuous, uninterrupted, error-free or secure use of any part of the Services. Use of the Services may be interrupted due to events outside our reasonable control. We do not approve or control any third-party website or application and we are not responsible or in any way liable for their content. If you use such websites or applications from third parties, the terms and conditions for those websites or applications will apply to you.

  12. Indemnification. Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (the “Boots Entities“) harmless from any claim or demand, including costs and attorneys’ fees, made by any third-party due to or arising out of (a) your access to or use of the Services, or any products or services provided by a third-party in connection with the Services, even if recommended, made available, or approved by the Boots Entities; (b) your User Content, including infringement claims related to your User Content; (c) your breach of these Terms or any applicable law or regulation; or (d) your negligence or willful misconduct. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

  13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BOOTS ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED FIVE HUNDRED DOLLARS.

  14. Term and Termination. These Terms become effective on the date on which you log into or access the Platform, use the Services, or otherwise indicate your agreement to these Terms (whichever is earlier), and shall continue in full force and effect until terminated as set forth below (the “Term“).

    1. Termination by You. You may terminate these Terms and close your Account at any time, for convenience, by providing at least seven (7) days advance notice to us. You may further terminate these Terms and close your Account pursuant to a withdrawal of your acceptance to updates we make to these Terms, provided however, that such termination of these Terms is effective immediately.

    2. Termination or Suspension by Us. Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you or (ii) any of your acts or omissions that (a) would constitute a violation of these Terms if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of Services, our systems or resources. Further, we may terminate your account at any time, for convenience, by providing at least seven (7) days advance notice to you.

    3. Effect of Termination. Termination of these Terms for any reason also terminates all of your rights to access your Account or use the Platform or any and all Services.

    4. SURVIVAL. ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY. NOTWITHSTANDING THE ABOVE, SECTIONS 3, 5, 6, 8, 10 – 15 and 17 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

  15. Arbitration, Class-Action Waiver, and Jury Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including, but not limited to, claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with us as follows:

    1. Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach to us at support@bootsusa.io. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

    2. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms, the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration, as described below.

      1. Where the relief sought is ten thousand dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the Fair Claims website. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

      2. Where the relief sought is $10,001, or more, resolution shall be in accordance with the JAMS Streamlined Arbitration Procedure Rules, before a single arbitrator, for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures, before three arbitrators, for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 600 Brickell Avenue, Suite 2600, Miami, FL 33131; and (c) send one copy of the Demand for Arbitration to us at 109 Cleveland Avenue, Cocoa Beach, FL, 32931, ATTN: Legal. You will be required to pay $250.00 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.

      3. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of agreement under these Terms or the Privacy Policy, including, but not limited to, any claim that all or any part of these Terms or the Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

      4. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

      5. The venue for arbitration shall be Miami, Florida. The parties further agree to submit to the personal jurisdiction of any federal or state court in Miami-Dade County, Florida in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

    3. Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

    4. Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in State or federal court or in the U.S. Patent and Trademark Office to protect our Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

    5. 30-Day Right to Opt-Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending a written notice of your decision to opt-out to support@bootsusa.io with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.

    6. Arbitration Agreement Survival. This arbitration agreement shall survive the termination of your relationship with us.

  16. Contact Us. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: support@bootsusa.io.

  17. Miscellaneous.

    1. Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, shall be governed by and construed and enforced in accordance with the laws of State of Florida, without regard to conflict of law rules or principles (whether of Florida or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the federal and state courts located in Miami, Florida will have exclusive jurisdiction. You waive any objection to venue in any such courts.

    2. No Conflicts. These Terms shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.

    3. Assignment. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate, or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and our obligations hereunder at any time, in our sole discretion.

    4. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms shall be unimpaired and these Terms shall continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable would substantially impair the benefits of the remaining provisions hereof.

    5. Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy, or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving party.

    6. Force Majeure. We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic, pandemic, or other public health emergency; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

    7. No Third-Party Beneficiaries. These Terms are personal to you and to us, and no third-party shall be considered a beneficiary hereof, for any purpose.

    8. No Agency or Employment. No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by these Terms.

    9. Equitable Relief. You acknowledge and agree that your breach of these Terms would cause irreparable harm to us, for which money damages alone may not be adequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek and shall be entitled to injunctive relief hereunder to prevent the actual, threatened, or continued breach of these Terms.

    10. Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

CLIENTS & PARTNERS