Our Policies & Disclaimers
Our Not-For-Profit/ For-Profit Partnership
ARF is pursuing HIV cure and prevention trials through an innovative non-profit/for-profit model for expediting the development of this unmet medical need. Working with Dr. Sudhir Paul and Covalent Bioscience, Inc., the biotech company he founded, we believe we can overcome the scientific and societal challenges of developing an effective and low-cost HIV vaccine that is equitably accessible for HIV therapy and prophylaxis worldwide.
Venture Philanthropy
ARF and Covalent are dedicated to the development of an effective HIV vaccine, a medical innovation that is desperately needed the world over, most urgently in the developing world where economic conditions often limit access to routine therapy, much less the most recent advancements in medicine. We are strongly committed to work toward not just the development of an HIV vaccine, but also help put in place sales and distribution practices that allow access to innovations in HIV treatment and prevention to all, not just those who can afford it.
Our Mission
To revolutionize the vaccine landscape by developing an electronically activated HIV vaccine (E-vaccine) that unleashes the body’s natural potential to break and destroy HIV. Equitable distribution of the vaccine is an integral part of our mission because most AIDS-related deaths occur due to lack of patient access to adequate medical care. Over 90 percent of AIDS deaths occur in areas of extreme poverty, and controlling the cost of the vaccine will be crucial to deploy it to the people who need it most.
Strikingly, geographical locations where new infections are the highest have the least access to antiretroviral drugs. According to the World Health Organization (WHO), 95 percent of new HIV infections occur in developing countries, two-thirds of them in sub-Saharan Africa. On the other hand, access to HIV treatments is greatest in prosperous countries – Europe and the United States together account for 92 percent of all anti-retroviral drug sales in 2012, totaling almost $18 billion dollars. Vaccines generally cost far less than drug treatments. If an effective HIV vaccine is developed, ensuring that it is priced and distributed equitably will reduce these disparities.
How the Partnership Works: Program Related Investments
In 2009 the IRS released additional guidance for how charities could use for-profit investment structure – such as equity deals – to partner with for-profit companies that are pursuing mission-aligned work and projects. Small biotechnology companies founded by scientists who made the key breakthrough discovery are ideally suited for this type of translational research needed to develop innovative products that address unmet medical needs. Indeed, innumerable biopharmaceutical products that have improved public health were developed by biotechnology start-up companies founded by scientists. Large pharmaceutical companies, on the other hand, must continuously face the pressure of generating increasing shareholder returns, and they tend to avoid developing low-cost vaccines and curative drugs.
ARF raises money from individuals and foundations to fund the development of the E-vaccine by Covalent in exchange for equity and agreement on sale price restrictions on the E-vaccine in the developing world.
In the event that our efforts to develop the E-vaccine are successful, ARF intends to partner with other foundations and NGOs to maximize its distribution to those in greatest need. In addition, ARF will reinvest the profits it gains from the E-vaccine against HIV into research and development. For example, this could include a partnership with Covalent in applying the E-vaccine platform and abzyme technologies for treating other intractable infectious diseases and age-associated diseases such as Alzheimer’s.
Our Privacy Policy
Abzyme Research Foundation (“Abzyme Research Foundation”) has the following Privacy Policy with respect to information gathered on our website located at: https://endhiv.com. Such information is received by Abzyme Research Foundation and our website service, Small Details. Both organizations are covered under the following Privacy Policy and the terms “we” or “us” apply to Abzyme Research Foundation and Small Details.
We, at Abzyme Research Foundation respect our customers and understand that you are concerned about privacy, so we have initiated policies intended to ensure that your personal information is handled safely and responsibly. We have also posted this privacy policy to let you know what kind of information we collect, how it is handled, what choices you have regarding our use of your information.
As we continue to develop our website and take advantage of technologies to improve the services we offer, this policy is likely to change. We, therefore, encourage you to refer to this policy on an ongoing basis so that you understand our current privacy policy.
If you have any questions about this policy, you may contact us by email or telephone. Contact information has been provided at the bottom of this page.
Personally Identifiable Information
To use the services provided by Abzyme Research Foundation you may choose to supply us with information that identifies you personally. This information will include your email address and may possibly include your name, telephone number, other contact information and postal mailing address.
The Way We Use Information
We use the information you provide to fulfill your request for information or services. We will email you with the results of your request or, if you’ve signed up for a Mailing List (and ONLY if you’ve signed up for our Mailing List!), we will occasionally email messages with new promotions or information that may be of some interest to you. We will only contact you by phone regarding your service and only if you have granted us permission to do so by completing a feedback form.
From time to time, we may inform you of additions or improvements to Abzyme Research Foundation services or conduct surveys in order to improve our services. In the event you receive an emailed bulletin or survey you will be given the option to unsubscribe and you will be removed immediately from our mailing list.
Abzyme Research Foundation considers email transmitted by our service to be private correspondence between the sender and recipient. We do not share your information with outside parties without your permission except to the extent that is necessary in responding to subpoenas, court orders or other legal proceedings.
Third-Party Sites
Our website includes links to other sites on the Internet that are owned and operated by online companies, agencies and other third parties. These third party websites (a) may use cookies, web beacons, and similar technologies to collect or receive information from our website and elsewhere on the internet and use that information to provide measurement services and target ads, (b) users can opt-out of collection and use of information for ad targeting, by visiting (c) http://www.aboutads.info/choices to exercise such choice.
How to Contact Us
Should you have additional questions or concerns about this privacy policy, our organization and/or our services, please contact us by email: info@endhiv.com or by postal mail: Abzyme Research Foundation, 67 Irving Place, 12th Floor, New York, NY 10003.
Website Terms of Use
Please read the following terms and conditions carefully. By using and accessing the Site, you acknowledge that you have read these Terms of Use (“Terms”) and agree to abide by them and to the terms and conditions of ARF’s Privacy Policy (“Policy”) hereby incorporated by reference, which details the ways in which we and other parties might use personal information that belongs to you. If you do not agree to these Terms or those in ARF’s Privacy Policy, or you do not meet any eligibility requirements established by Abzyme Research Foundation(“ARF”, “we”, “us” or “our”) for use of and access to the Site (defined below), you may not access, view, obtain goods or services from, or otherwise use the Site. Use of the Site by individuals under the age of 18 is not except under the supervision of a parent, legal guardian, or other responsible adult. Children under the age of 13 are not allowed to visit or otherwise use the Site except in the case where the Child Privacy Policy Addendum explicitly applies, such as Sites associated with the Kids Walk program.
PARTNER SERVICES
Certain services provided through the Site and features of the Site, such as the ability to upload and manipulate photographs (collectively, “Partner Services”), are provided by third party partners of ARF (collectively, “Partners”). You may be required by Partners to agree to terms and conditions, guidelines, rules and privacy policies provided by Partners (collectively, “Partner Terms”) in addition to these Terms prior to being able to use and/or access Partner Services. In the event you use or access Partner Services that are subject to Partner Terms, you agree to be bound by such Partner Terms.
“SITE” DEFINED
The “Site” encompasses the websites www.abzymeresearchfoundation.org, endhiv.com, and all associated ARF web pages, including without limitation all content, materials, information, policies, modifications, updates, enhancements, revisions, new features, and or new web properties of same, along with all Site services (including Partner Services) provided through such websites and web pages. The purpose of the Site is to promote awareness of HIV/AIDS and funding for its prevention, and cure.
MODIFICATION OF THESE TERMS
You are responsible for regularly reviewing these Terms. ARF has the right, but not the obligation, to correct any errors or omissions in any portion of the Site. ARF reserves the right, at its sole discretion, to change, modify, add, remove or terminate any portion of these Terms, in whole or in part, at any time, without prior notice. All changes to these Terms are effective immediately upon being posted to the Site. Your continued use of the Site following any changes to these Terms will mean you accept these changes.
SITE USE
Restrictions on Use
The Site may only be used to post, send and receive messages, information and materials that are proper and related to the particular Site forum, community, or other Site service you are using, and solely for your own use, not for the use or benefit of any third party. You are not permitted to:
- Post on or transmit to the Site any defamatory, libelous, obscene, bigoted, hateful, racially offensive, vulgar, harassing, inflammatory, pornographic, child pornographic, violent (meaning content that is excessively violent, incites violence or threatens violence), profane, threatening, unfair, inaccurate, deceptive or unlawful content or any content that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, whether under statute, common law or equitable principles, or otherwise violate any law.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or of the Site server.Advertise, solicit or offer to sell or buy any goods or services for any business purpose, including without limitation promoting or encouraging the growth of a third party site, unless the Site service you are using specifically allows such actions.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.Download any file posted by another user of the Site that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, copyright notices or legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, or that is provided with Site materials or accessed through the Site.
- Violate any code of conduct or other guidelines, including without limitation Partner Terms, which may be applicable to any particular Site services.
- Harvest or otherwise collect information about others, including e-mail addresses, without their prior express written consent.
- Post on, transmit to or upload from the Site any content that discusses illegal activities with the intent to commit them, including activities that are intended to assist others in defeating technical copyright protections, or otherwise use the Site in any manner that endorses or promotes illegal activities.
- Use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
- Use the Site to access or use a third party site, including without limitation the site of a Partner, in a manner prohibited by the terms and conditions applicable to the access or use of such third party site.
- Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
- Violate any applicable laws or regulations or violate these Terms.
- Send any bulk commercial email, or send any unsolicited email to any party that has indicated that it does not wish to receive such email.
- Access or attempt to access any other user’s account, or misrepresent or attempt to misrepresent your identity while using the Site.
- Use the Site in any manner that could create a risk to a person’s safety or health, create a risk to public safety or health, compromise national security, or interfere with an investigation by law enforcement.
- Post on, transmit to or upload from the Site any content that violates another party’s privacy or infringes another party’s intellectual property, including, but not limited to, such party’s copyrights, trademarks, trade secrets, patents or other confidential or proprietary information. Examples of materials that may be covered by copyright include software, graphics, text, photographs, sound, video and musical recordings.
- Use the Site in any manner that does not treat other users with respect, such as insulting another individual or posting discriminatory material aimed at an individual or a group of people based upon cultural background, gender, race, sexual orientation, religious beliefs or similar.
- Post information about physicians, including rating or discussing individual physicians.
- Use the Site in any manner that disrupts the normal flow of dialogue and/or exchange on the Site, including posting or otherwise transmitting material that is not related to the subject at issue or otherwise restricts or inhibits any other user from using and enjoying the Site.
- Create or participate in any activity determined by TypeOneNation.org to have been created for the purpose of exchanging or swapping images, music, or other protected intellectual property.
ARF reserves the right to restrict or terminate your access to the Site, including, without limitation, your access to any or all of the services provided thereunder or your ability to use any Site user ID and/or password, at any time without notice if we believe you have or are likely to undertake conduct that is prohibited under these Terms. Your sole remedy against ARF in the event of a dispute about these Terms, the Site or your use thereof, is to cease your use of the Site. In such event, ARF may delete and/or store, in its discretion, data associated with your use of the Site. ARF may also change, suspend, or discontinue any aspect of the Site at any time, including the availability of any Site feature, database, or content.
DISCLAIMERS
Accuracy of Information and Forward Looking Statements
The Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any liability arising from its accuracy and any duty or obligation to update this information or any other content. Our Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance, and demand for our products or services, as well as our intentions, plans, and objectives that are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on the Site, words like “anticipates,” “expects,” believes,” “estimates,” “seeks,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein do not constitute an offer or a solicitation of an offer for the sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents. ARF makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the Site. We make no guarantee of the accuracy, correctness or completeness of any information on the Site, and shall not be responsible for: (i) any errors of omission arising from the use of such information; (ii) any failures, delays or interruptions in the delivery of any content or service contained within the Site; and (iii) any defamatory, libelous or unlawful material contained within the Site, including web pages created by any individual user, or user resumes, emails, profiles, opinions, advice, statements, memorandums or discussion board postings, or materials related to a users’ use of the Site’s chat features. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. ARF has the right, but not the obligation, to correct any errors or omissions in any portion of the Site.
No Reliance on Medical Advice
The information contained on the Site is intended to provide broad consumer understanding of HIV/AIDS, resources for the HIV/AIDS community, and fundraising support for HIV/AIDS research. The information should not be considered complete and should not be used in place of a visit or consultation, or of otherwise securing the advice of your physician or other health care provider. You acknowledge that neither ARF nor any Site users, while such users are participating in, accessing or otherwise using the Site, are engaged in rendering legal, medical, counseling, or other professional services or advice. We encourage you to seek appropriate professional advice from your physician or other health care professional promptly for any situation or problem that you may have. You should never disregard medical advice or delay seeking it because of something you have read on the Site.
Disclaimer of Program Related Investments
Donations to ARF from individuals, corporations, other charities, and foundations are used to pursue HIV/AIDS cure and prevention research. ARF distributes these funds to other non-profits such as universities and research organizations. Additionally, ARF funds the HIV therapeutic vaccine candidate (“HIV E-vaccine”) at Covalent BioScience (“CoBio”), its for-profit partner. ARF has received shares of CoBio common stock in exchange for funding the HIV E-vaccine program at CoBio. Funds received by CoBio from ARF are governed by a Program Related Investment (“PRI”) Agreement between ARF and CoBio. The PRIs made by ARF are compliant with IRS regulations regarding investments made by 501 (c)3 foundations. ARF intends to continue using PRIs to fund the development of the HIV E-vaccine at CoBio in exchange for stock in CoBio.Sudhir Paul is a founder and major shareholder in Covalent Bioscience.
Personal opinion notice: Sudhir Paul’s opinions stated in his publications are entirely his personal opinions and do not represent the opinions of the University of Texas Health Science Center at Houston.
Disclaimer of Representations or Warranties
YOU ACKNOWLEDGE THAT YOUR USE OF THE ARF SITE IS AT YOUR OWN RISK. EFFORTS BY ARF TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. THE ARF SITE, INCLUDING ALL CONTENT, INFORMATION OR SERVICES PROVIDED THROUGH, OR IN CONJUNCTION WITH, THE SITE, IS PROVIDED “AS IS,” AS A CONVENIENCE TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF QUIET ENJOYMENT, (5) OF TITLE, (6) THAT THE SITE WILL OPERATE IN AN ERROR FREE, OR UNINTERRUPTED MANNER OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED, OR (8) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.
Disclaimer of Liability
IN NO EVENT SHALL ARF AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, PARTNERS, SUBLICENSEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, WITH ARF, THE “ARF ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE ARF SITE OR WITH THE DELAY OR INABILITY TO USE SAME, OR WITH HYPERTEXT OR GRAPHIC LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE ARF SITE OR ANY LINKED SITE, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE ARF SITE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF ARF HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ARF’S NEGLIGENCE OR GROSS NEGLIGENCE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, ARF’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. ADDITIONAL DISCLAIMERS APPEAR WITHIN THE BODY OF THIS SITE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THIS SITE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.
THIRD PARTIES
Linked Sites Disclaimer
The Site may contain links to third party web sites, including without limitation other web sites providing articles or RSS feeds (“Linked Sites”). The Linked Sites are not under the control of ARF and ARF is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Such links by the Site to sites maintained by third parties do not constitute an endorsement, guaranty, or warranty by ARF, or any of its affiliates, of any third party or their content, nor the existence of a partnership, joint venture, agency, or other relationship between ARF, or any of its affiliates, and any linked third party or their content. ARF is not responsible for webcasting or any other form of transmission received from any Linked Site. ARF is providing these links to you only as a convenience, and the inclusion of any link does not imply any association with its operators. You enter any Linked Site at your own risk, and should carefully review their terms of use, privacy statements and other conditions of use for such sites prior to using such sites.
Third Party Offer Disclaimer
By offering a number of third party products and services, including advertisements, on the Site, ARF makes no warranties or representations of any kind as to the content or suitability of the subject matter of any web site, product or service from any such third party business or individual. ARF expressly disclaims liability for direct, consequential, or incidental damages arising from the products, services, advertisements, actions, or web site content of these and any other third parties, and you waive any claims against ARF for damages arising from such transactions or your reliance upon statements contained therein. You will not consider ARF, nor will ARF be construed as, a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with the transaction. The merchants or other third parties operating such third party sites are responsible for all aspects of order processing, fulfillment, billing, and customer service. You acknowledge that use of such merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED, OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY, AND/OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES IS ARF LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS FOUND ON THE ARF SITE OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED FROM OR TO OUR SITE.
INDEMNIFICATION
You will indemnify, defend (or settle) and hold harmless the ARF Entities from all claims, actions, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission, and including reasonable attorneys fees and all other costs, fees, and expenses (collectively, “Claims”) against any of the ARF Entities to the fullest extent permitted by law arising out of or in connection with (1) your use of the Site or any Posted Materials, including without limitation your use of any Partner Services, or the use by any third party of such materials through you, (2) any Posted Materials provided or made available by you, and (3) any conduct by you of that is prohibited by these Terms, including without limitation any breach of your representations and warranties herein or within any applicable Partner Terms. In connection with any Claims that may give rise to your indemnification obligations as set forth above, the ARF Entities shall have the exclusive right, at their option, to defend, compromise and/or settle the suit, action or proceeding, and you shall be bound by the determination of any suit, action or proceeding so defended or any compromise or settlement so effected. The remedies provided in this Section are not exclusive of and do not limit any other remedies that may be available to the ARF Entities pursuant to this Section.
COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
Site Ownership
The Site and all content, organization, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the Site are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights pursuant to international conventions and U.S. and other copyright laws. The Site and all Site content is the property of ARF and/or third party licensors, including users posting Posted Materials, and all right, title and interest in and to the Site and Site content will remain with ARF or such third party licensors. Other product and company names mentioned herein may be the trademarks of their respective owners. The Site, including all Site content, is only for your personal, non-commercial use. You do not acquire ownership rights to any content, document, or other materials viewed through or posted on the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. You will abide by any and all additional copyright notices, information, or restrictions contained in any content on the Site. Any copying, republication, or redistribution of Site content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of ARF and/or the respective intellectual property rights holder identified in the subject content.
Copyright Infringement Claims
ARF respects the intellectual property rights of others and expects our users to do the same. The policy of ARF is to terminate the accounts of repeat copyright offenders and other users who infringe upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide ARF’s Designated Copyright Agent, identified below, with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) identification of 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 permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party; (5) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (7) any other materials or information as may be required by the DMCA as amended from time to time.
Copyright Agent
Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the ARF Designated Copyright Agent using the following contact information:
ARF info@endhiv.com
67 Irving Place
New York, NY 10003
Telephone: 1-917-338-1003
ALL INQUIRIES NOT RELEVANT TO THE ABOVE PROCEDURE WILL RECEIVE NO RESPONSE.
DISPUTE RESOLUTION (ARBITRATION CLAUSE)
Binding Arbitration
You and ARF each agree to submit to binding arbitration in the event of a dispute, controversy or claim (each, a “Dispute”) arising out of or in connection with your or ARF’s rights and obligations as set forth in these Terms, the Site, the use of the Site, and/or the information, services and/or products that may be provided by or through or in connection with the Site. The arbitration will be held in the State of New York before one arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a dispute as a class action. You also expressly waive your right to a jury trial. At the option of the first party to commence an arbitration, the arbitration will be administered either by the National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), or JAMS, 620 Eighth Ave, NY Times Building, 34th Floor, New York, NY 10018 (www.jamsadr.com). In the event you are the first party to commence an arbitration, and you fail to select an arbitration organization within 30 days after providing notice to ARF of such arbitration, ARF may select the organization. You may obtain a copy of the rules of each organization by contacting the organization. In the event that any Dispute cannot be submitted to binding arbitration pursuant to the rules of any such organization, such event shall not affect the enforceability of this clause so long as the Dispute may be submitted to binding arbitration with one of the organizations. You and ARF shall agree on one arbitrator to conduct the arbitration and the arbitrator shall be selected pursuant to the applicable rules. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violate ARF’s intellectual property rights, ARF may seek (and you will not contest) injunctive or other appropriate relief in any state or federal court in the State of New York, and you consent to exclusive jurisdiction and venue in such courts.
Arbitration Final
The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
Giving Up Right of Class Action
These Terms provide that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE ARF ENTITIES INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
California Residents
If you are a California resident, to the extent permitted by California law, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor” as well as any other unknown claims under California Civil Code Section 1542 or any statute or common law principle of similar effect.
STATUTE OF LIMITATIONS; CHOICE OF LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY
Any cause of action you may have with respect to your use of the Site must be commenced within one year after the claim or cause of action arises. To the maximum extent permitted by law, these Terms will be interpreted under the laws of the State of New York, excluding any law or conflicts of law principle that would apply the law of another jurisdiction. To the extent a Dispute is not governed by the Arbitration Clause, you hereby consent to the exclusive jurisdiction and venue of courts in the State of New York in all disputes arising out of or relating to the use of the Site; provided, however, that in the event ARF is sued or joined by a third party in any other court or in any other forum in respect of any matter which may give rise to a claim by ARF hereunder, you consent to the jurisdiction of such court or forum over any claim which may be asserted by ARF therein. You irrevocably consent to the exercise of personal jurisdiction by such courts in any such action. In addition, and notwithstanding the foregoing, you irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any court in which you are subject to a jurisdiction by a suit upon such judgment. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. To the extent a claim is not governed by the Arbitration Clause, ARF and you each hereby waive the right to a trial by jury in any court and in any suit, action or proceeding, whether in tort, contract, or otherwise, in which any such party is a party, as to any claim arising out of or in connection with your use of the Site, your or ARF’s rights and obligations as set forth in these Terms, and/or the services and/or products that may be provided by or through or in connection with the Site.
MISCELLANEOUS
Viewing Outside the United States
ARF makes no claims that the Site may be lawfully viewed, accessed or used outside the United States. Access or use of the Site may not be legal by certain persons or in certain countries. If you access or use the Site from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
No Joint Venture
You agree that no joint venture, partnership, employment or agency relationship exists between you and ARF as a result of your use of the Site.
No Waiver
The failure of ARF to enforce any provision of these Terms will not be construed as a waiver or limitation of ARF’s right to subsequently enforce and compel strict compliance with that provision or any other provision of these Terms.
Survival
The provisions of the following sections shall survive any termination or expiration of these Terms: Disclosure Under Law, Materials, User Representations and Warranties, Disclaimers, Indemnification, Confidentiality, Copyright and Other Intellectual Property, Dispute Resolution (Arbitration Clause), Choice of Law; Jurisdiction and Venue; Waiver of Jury Trial, and Miscellaneous.
Assignment
No assignment, delegation or other conveyance of your rights or obligations under these Terms may be made by you (by operation of law or otherwise) without the prior written consent of ARF, to be given in its sole discretion. ARF may assign its rights and obligations hereunder to any other party.
Statute of Limitations
Any cause of action you may have with respect to your use of the Site must be commenced within one year after the claim or cause of action arises.
Terms Binding
If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
Notices
Notices to ARF shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial rapid delivery courier service, or mailed, postage or charges prepaid, by certified or registered mail, return receipt requested, to ARF, with such notices being effective as of the date of actual, confirmed receipt by ARF. Notices to you are deemed effective if sent to the email, fax, mail address or other contact information provided by you, and are deemed effective upon the earlier of being confirmed received or 1 day after having been sent.
Last Updated on March 1, 2017