These Terms of Use apply to you when you view, access or otherwise use the website located at www.icemortgagetechnology.com (the “Website”). The Website is owned by ICE Mortgage Technology, Inc. (f/k/a Ellie Mae, Inc.) (together with its affiliates, the “IMT”), with offices at 4420 Rosewood Drive, Suite 500, Pleasanton, CA 94588. For the purposes of these Terms of Use, the terms “we,” “us” and “our” refer to IMT and “you” or “your” refer to a user of this Website.
These Terms of Use (“Terms”) govern your use of the Website, but do not authorize you to access or use IMT’s proprietary mortgage industry solutions and/or software (the “Services”).
All Website visitors are subject to these Terms, and must be over the age of 18. By accessing or using the Website, you are acknowledging that you are over 18 years of age, and that you have read, understand and agree without limitation or qualification to be bound by these Terms. If you do not agree with these Terms or are not over the age of 18, you do not have the right to access or otherwise use the Website and, accordingly, you should not do so. IMT may modify these Terms from time to time without notice. Your continued use of the Website after any changes to these Terms will be deemed your acceptance of those changes.
These Terms form a legal contract between you and IMT and apply to your use of the Website, including any information and materials contained therein and any software that IMT makes available that allows you to access the Website from a mobile device (“App”). Unless otherwise noted, all references to the “Website” shall include any App and any information or materials available via the Website or an App. By accessing all or any part of this Website, you fully accept and agree to comply with all of the terms and conditions set out in these Terms. You may not use this Website except as expressly provided in these Terms. If you do not agree to these Terms, you are not authorized to access and use the Website and should exit the Website immediately. PLEASE READ THESE TERMS CAREFULLY.
You may access specific sections of these Terms by using the following links:
In addition to these Terms, you use of and access to the Website is also subject to our Privacy Policy, which is incorporated by reference herein. Our Privacy Policy contains additional terms relating to our potential collection, use and disclosure of your personal information as a Website visitor. You agree that you have read, agree to and understand IMT’s complete Privacy Policy.
The Website may contain links to login pages for IMT Services, which are provided subject to separate license agreement with IMT’s customers (the “Customer Agreements”). Users who are authorized to access IMT Services pursuant to a Customer Agreement must first create a user account and are permitted to access IMT Services only in compliance with the applicable Customer Agreement or additional terms which may be set forth on such pages. If any special term conflicts with a term in this Agreement, the special terms will override the conflicting term in this Agreement.
Your Right to Use the Website. Subject to these Terms, and excluding access to the Services, we grant you a nonexclusive, nontransferable, nonsublicensable, revocable, limited right to access and display the Website, copyrighted text, software, music, videos, graphics, photos, interactive features, logos, trademarks and other proprietary materials and information provided hereon (collectively, “Website Content”).
You may only use the Website for lawful purposes in accordance with these Terms. As a condition of your use of the Website, you represent and warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by these Terms.
You acknowledge and agree that, unless IMT, its applicable affiliate, and/or the applicable Third Party Provider gives you prior written permission, you will not, whether on behalf of yourself or on behalf of a third party:
This list of prohibitions provides examples and is not complete or exclusive. IMT reserves the right to: terminate your access to the Website, with or without cause and with or without notice, for any reason or no reason, or for any action that IMT determines is inappropriate or disruptive to the Website or any other user of the Website, in IMT’s sole discretion. IMT may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at IMT’s discretion, IMT will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Website or on the Internet. Unauthorized use of the Website may violate certain laws and regulations.
Ownership and Proprietary Rights. The Website and all Website Content contained thereon is protected by copyright as a collective work under United States copyright laws, and is owned or controlled by, or licensed to, IMT or the party listed as the provider of the applicable Website Content (“Third Party Provider”). Except as expressly stated in these Terms, the Website and all Website Content (including without limitation all look and feel) is owned by or licensed to IMT to the fullest extent permitted by applicable laws. The Website and all Website Content is provided “as is” and “as available” solely for your personal use and informational purposes. Aspects of the content of this Website are also protected by intellectual property laws, including but not limited to copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and other proprietary rights and laws of the United States, of European Union countries and other countries (“Intellectual Property laws”). In accessing and displaying any Website Content in accordance with the limited rights granted under these Terms, you agree to abide by all copyright, trademark and other notices contained in such Website Content, or if none, to abide by the following copyright and trademark notice with respect to such Website Content: © 2024 ICE Mortgage Technology, Inc. The IMT logo and all associated trademarks and logos used herein are trademarks of IMT. Other company and product names, logos and trademarks used herein are the property of their respective owners. All rights reserved.
You acknowledge and agree that IMT, its applicable affiliates, and/or the Third Party Provider, as relevant, shall own all right, title and interest in the Website, content of this Website and all intellectual property relating thereto or otherwise referenced in this Website. Nothing contained on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the content, trademarks, copyrights, or other proprietary material without the express written permission of IMT or such other party as may own the proprietary rights therein and any rights not expressly granted herein are reserved to IMT or its Third Party Providers, as applicable. The presence of any content on this Website does not constitute a waiver of any right to such content. You do not acquire ownership rights to any such content viewed through this Website. In using or accessing this Website or its content, you further acknowledge and agree to abide by all applicable Intellectual Property laws, as well as any additional notices or restrictions contained on this Website. You agree not to challenge (or assist any third party to challenge) the validity or enforceability of any intellectual property owned by IMT or its applicable affiliates relating to this Website, its content or otherwise referenced therein, including but not limited to the patents and trademarks listed at the end of these Terms.
Trademark and Copyright. Subject to your compliance with these Terms, we will permit you to access and use the Website solely for lawful purposes and only in accordance with these Terms.
Except as otherwise provided in these Terms, you may not use, copy, reproduce, distribute, republish, download, modify, display, post or transmit content or trademarks that are protected by US and international trademark laws and treaties.
You may not use any metatags or any other "hidden text" utilizing an IMT name, trademark, or product name without the express written consent of IMT. The use or misuse of these trademarks/service marks or any other content or materials, except as permitted herein, is expressly prohibited and may be in violation of Intellectual Property Laws and/or other relevant laws.
© 2024 ICE Mortgage Technology, Inc. Encompass®, AllRegs®, Mavent®, Velocify®, the IMT logo and other trademarks or service marks of IMT appearing herein are the property of the IMT or its subsidiaries or affiliates. All rights reserved. Other company and product names may be trademarks or copyrights of their respective owners.
Links may appear on the Website to third party website(s) which are not owned or operated by IMT (“Linked Sites”). These links are provided solely as a courtesy to our Website visitors. IMT reserves the right to add, change, decline or remove any link at any time. Each Linked Site may have an individual privacy policy and/or terms of use which govern your use of and access to such Linked Site, and we recommend that you review the policies applicable to these Linked Sites prior to your use of such Linked Site. IMT is not responsible for and does not endorse or warrant any materials, information, goods or services available through Linked Sites or the privacy or other practices of such Linked Sites. Other websites may link to the Website with or without our authorization, and we may block any links to or from the website in our sole discretion. YOUR USE OF LINKED SITES OR SERVICES IS AT YOUR OWN RISK.
The information and materials have not been verified or authenticated in whole or in part by IMT, and they may include inaccuracies or typographical or other errors. IMT does not warrant the accuracy or timeliness of the information and materials contained on the Website. IMT has no liability for any loss of data, or errors or omissions, whether provided by IMT, our licensors or suppliers or other users. USE OF THE WEBSITE IS AT YOUR OWN RISK.
THE WEBSITE, AND THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE ARE PROVIDED "AS IS" AND “AS AVAILABLE.” IMT, ITS SUBSIDIARIES, AND THIRD PARTY PROVIDERS (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF THE WEBSITE OR THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS, OMISSIONS OR OTHER DEFECTS, OR DELAYS OR INTERRUPTIONS IN THE WEBSITE OR THIS INFORMATION OR MATERIALS. IMT DOES NOT VERIFY THE DATA AND DISCLAIMS ANY OBLIGATIONS TO DO SO. THE INFORMATION ON THIS WEBSITE IS ALSO SUBJECT TO CHANGE.
IMT EXPRESSLY DISCLAIMS ALL WARRANTIES AND GUARANTEES WHATSOEVER TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUS. WITHOUT LIMITATION, IMT MAKES NO WARRANTY OR GUARANTEE THAT THE WEBSITE OR ANY MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY MATERIAL, INFORMATION OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN RISK AND DISCRETION AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE OR LOSS TO YOU, INCLUDING AND NOT LIMITED TO DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR LOSS OR DAMAGE TO ANY PROPERTY OR LOSS OF DATA OR LOSS OF REVENUE THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT OR STATEMENT MADE ON THIS WEBSITE BY THIRD PARTIES, AND SUCH STATEMENTS DO NOT IN ANY WAY REFLECT OUR OPINION, ADVICE OR STATEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK. THESE EXCLUSIONS OF WARRANTIES WILL APPLY TO YOU TO THE FULLEST EXTENT ALLOWED BY LAW.
Nothing in these Terms will affect any statutory rights to which you may be entitled as a consumer to the extent your ability to alter or waive such rights by contract is limited by applicable law. Specifically, you acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.
IF THIS CLAUSE IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION DUE TO RELEVANT LAWS, THEN IN NO EVENT WILL OUR OR THE RELEASED PARTIES’ (AS DEFINED BELOW) TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU HAVE PAID US OR THE RELEASED PARTIES DURING THE SIX (6) MONTHS PRIOR TO THE INCIDENT. NOTHING IN THIS CLAUSE WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.
IN NO EVENT WILL IMT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR ITS THIRD PARTY PROVIDERS (THE “RELEASED PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE WEBSITE OR USE OF THE MATERIALS, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE WEBSITE, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, UNAUTHORIZED INTERCEPTION OF INFORMATION, OR OTHER SECURITY THREATS RELATING TO THE WEBSITE. THIS EXCLUSION AND WAIVER OF LIABILITY INCLUDES, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, OR LOSS OF DATA, EVEN IF IMT IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, NO MATTER THE LEGAL THEORIES, AND WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EVEN IF AN AUTHORIZED REPRESENTATIVE OF IMT OR ANOTHER RELEASED PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON OUR LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS WILL LIMIT OR EXCLUDE LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
You agree to defend, indemnify and hold IMT and its officers, agents, contractors, users, customers, providers, licensees, successors in interest and employees (“Indemnified Parties”) harmless from and against any and all claim, liability, loss, damages or costs (including reasonable attorneys’ fees, court costs, damage awards and settlement amounts) resulting from any third party claim, action, or demand based on or arising out of: (i) your use of or access to the Website or products or Services hosted thereon; (ii) your violation of any third party proprietary or other rights; (iii) your breach of these Terms of Use; or (iv) your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or (v) any other action you take that imposes an unreasonable burden or load on IMT’s infrastructure. IMT will provide you with notice of any such claim or allegation, and IMT will have the right to participate in the defense of any such claim. You shall not settle any such claim, action or demand unless such settlement completely and forever releases IMT from all liability with respect to such claim or unless IMT consents to such settlement in writing (which consent shall not be unreasonably withheld).
This Website and all content have been prepared for informational and/or educational purposes only, without regard to any particular user’s investment objectives, financial situation or means. Neither IMT, the Third Party Providers, nor any of their respective affiliates, officers, directors, employees, agents or licensors are soliciting any action based on information made available on this Website. Reliance upon any content contained on or accessed in this Website is at your own risk.
The content on this Website is not to be construed as a recommendation or offer to buy or sell, or the solicitation of an offer to buy or sell, any security, financial product or instrument, or to participate in any particular trading strategy. IMT does not make any recommendations regarding the merit of any company, security or other financial product or investment identified on this Website, nor does it make any recommendation regarding the purchase or sale of any such company, security, financial product or investment that may be described or referred to on this Website, nor endorse or sponsor any company identified on this Website. Prior to the execution of a purchase or sale of any security or investment, you are advised to consult with your banker, financial advisor or other relevant professionals (e.g. legal, tax and/or accounting counsel). Neither IMT nor Third Party Providers shall be liable for any investment decisions based upon or results obtained from the content provided on this Website. Nothing contained on this Website is intended to be, nor shall it be construed to be, legal, tax, accounting or investment advice.
This Website is not directed at or intended for publication or distribution to any person in any jurisdiction where doing so would result in contravention of any applicable laws or regulations. It is the responsibility of the individual user to consider his or her legal and regulatory position in the relevant jurisdiction, the risks associated with trading such securities or investments and to ensure that the use of the content of this Website and the subsequent making of any investment does not contravene any such restrictions or applicable laws and regulations of any jurisdiction. Potential users of products or investments described on this Website should familiarize themselves with the full contract specification of the security or investment concerned and any associated information, such as any applicable legal or regulatory provisions. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific security, investment, index, report, opinion, advice or other content.
Cautionary Note Regarding Forward-Looking Statements. Certain statements on this Website may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act or similar applicable regulation. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," and the negative of these terms and other comparable terminology. Such forward-looking statements which are subject to known and unknown risks, uncertainties and assumptions about us, may include, but are not limited to, projections of our future financial performance based on our growth strategies and anticipated trends in our business and industry, statements concerning IMT’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are only predictions based on IMT’s current expectations about future events. They involve risks and uncertainties that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause IMT’s results to differ materially from current expectations include, but are not limited to: IMT’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and U.S. and global competition, and other factors detailed in the Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission by Intercontinental Exchange, Inc., the ultimate parent company of IMT. These risks and uncertainties are not exhaustive and forward-looking statements are based on a number of assumptions that are subject to change. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results, level of activity, performance or achievements to differ materially from those contained in any forward-looking statements. The inclusion of such projections in any report should not be regarded as a representation by IMT that the projections will prove to be correct. Neither IMT nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of any report to conform our prior statements to actual results or revised expectations and we do not intend to do so.
When registering to use certain features of the Website, you may be required to establish an account (an “Account”). Approval of your request to establish an Account will be at our sole discretion. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. You will not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Website through your Account. You will ensure the security and confidentiality of your Account ID and will notify us immediately if any Account ID is lost, stolen or otherwise compromised. Any activities completed through your Account or under your Account ID will be deemed to have been done by you. You may not: (1) select or use an Account ID of another user with the intent to impersonate that user; or (2) use an Account ID that we, in our sole discretion, deem offensive.
By registering for any areas or Services provided through this Website, you agree to pay any fees that are due in respect of any such Services that you use or subscribe to until you unregister or IMT suspends or withdraws such service. Where any service for which you register on or through this Website is provided by or with a service provider, agent or partner of IMT, you agree that you will observe any additional terms and conditions associated with the part of the service provided by them.
As described above, to access certain Services, you may be required to pay a fee.
Except where otherwise required by law, any legal matter arising from these Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions and you agree to submit to the jurisdiction of the courts of Alameda County, California. You acknowledge that IMT may apply for injunctive remedies in any jurisdiction. There are no third party beneficiary rights under these Terms. ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THIS WEBSITE OR THESE TERMS WILL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN ALAMEDA COUNTY, CALIFORNIA, U.S.A. YOU AND WE IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. You expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with IMT and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. You and IMT agree that any past, present, or future dispute arising out of or related to these Terms is personal to you and IMT, and that any dispute will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for small claims disputes in which you or IMT seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or IMT seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and IMT waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any past, present, or future dispute or claim that you have against IMT or relating in any way to the Services, you agree to first contact IMT and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to IMT by certified mail addressed to ICE Mortgage Technology, Inc., 4420 Rosewood Drive, Suite 500, Pleasanton, CA 94588.
The Notice must (a) include your name, your residence address, your email address, your telephone number; (b) a description of the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and IMT cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Alameda County, California. You and IMT agree that arbitrations will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"), including without limitation, provisions regarding consolidation of claims. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and IMT agree that these Terms affect interstate commerce, that the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), and that to the maximum extent permitted by applicable law, the FAA shall preempt application of state laws regarding arbitration, including without limitation, provisions of the California Arbitration Act. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine whether a dispute may be arbitrated. The arbitrator may not preside over any type of class or representative proceeding, however, in the event that five or more claims in arbitration are initiated which assert the same or similar factual allegations, or raise the same or similar legal issues, we may request that the claims be consolidated for resolution consistent with Rule 6 of the Streamlined Rules, and you agree to consolidation of your claim with the claims of other claimants asserting the same or similar factual allegations, or whose claims raise the same or similar legal issues. In such a consolidated proceeding, a single arbitrator shall be appointed to resolve all consolidated claims, who shall resolve common issues of law and fact and apply such rulings consistently to the consolidated claims.
The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. The arbitrator, IMT, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and IMT agree that for any arbitration you initiate, you will pay the filing fee and IMT will pay the remaining JAMS fees and costs. For any arbitration initiated by IMT, IMT will pay all JAMS fees and costs. You and IMT agree that the state or federal courts of the State of California and the United States sitting in Alameda, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or the use of our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and IMT will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this section by emailing IMT at [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with this section.
If any portion of this section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable. If you are a consumer, the provisions of this section will be modified to the extent necessary to conform to the JAMS Consumer Arbitration Minimum Standards.
IMT has the right at any time to revise and to otherwise modify these Terms, and to impose new or additional terms or conditions (collectively, "Additional Terms") on your use of the Services available on or through our Website. Such Additional Terms are effective immediately and are incorporated into these Terms when posted by IMT to the Website. Use of the Website following such notice indicates your acceptance of all such Additional Terms.
IMT has the right, at any time, to modify or discontinue, temporarily or permanently, the Services, information, materials and other content we offer through the Website, the Website, or any portion of the Website and/or to refuse or restrict anyone from access to any such Services, information, materials and other content, with or without notice and in its sole discretion. IMT shall not be liable for any modification, suspension or discontinuance of any Services or the Website.
IMT reserves the right to seek all remedies available at law and in equity for violations of these Terms, including the right to block access from a particular Internet address to this Website.
Suggestions and Feedback. IMT welcomes feedback or inquiries about our products. If you send or transmit any communications, comments, questions, suggestions, or related materials to IMT, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. If you elect to provide any Feedback to IMT, all such Feedback shall be the sole and exclusive property of IMT, and IMT shall have the right to use such Feedback in any manner and for any purpose in IMT’s discretion without remuneration, compensation or attribution to you, provided that IMT is under no obligation to use such feedback.
Interpretation, Assignment and Entire Agreement. These Terms, together with our Privacy Policy, form the complete and exclusive agreement between you and IMT relating to the Website If you also use any Services, you agree to be bound by the terms of the Customer Agreement. In the event of a conflict between these Terms and the Customer Agreement, the Customer Agreement shall take precedence.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IMT without restriction. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Relationship of the Parties. The parties hereto are independent parties, not agents, employees or employers of the other, or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any assignment in violation of the foregoing will be null and void. We may freely assign these Terms.
Entire Agreement. These Terms constitute the entire agreement between you and IMT with respect to the subject matter addressed herein, and governs your use of the Website, superseding any prior agreements between you and IMT relating to such subject matter. These Terms may be supplemented by any other agreement you enter into with IMT pursuant to a registration to access certain features of the Website. The failure of IMT to exercise any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree the other provisions of these Terms remain in full force and effect. The section headings used in these Terms are for convenience only and have no legal effect.
If you have any questions, comments or concerns regarding these Terms and/or the Website, please send an email to: [email protected]. Please note that communications made through e-mail or the Website’s messaging systems shall not be deemed to constitute legal notice to IMT or any of its officers, employees, agents or representatives. You may provide legal notice to IMT in writing by first class mail, return receipt requested, or national overnight courier, at:
Pleasanton, CA 94588
Notices provided to IMT will be deemed given when actually received by IMT. Notice provided to you will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.