1. INTRODUCTION

This Terms of Service is a contract entered into by and between You (“you” or “User”) and Software Finder LLC. (“Software Finder,” “We,” or “us”) and our affiliates, to the extent expressly stated. These terms and conditions (together with our Privacy Policy, the “Terms of Service” or “Terms”) govern your access to and use of https://softwarefinder.com (“Website”), the vendor portal available through the Website (“Vendor Portal”), and any software, application, content, functionality, and services (collectively, the “Services”) offered by Software Finder, whether as a guest or registered user.  

 

Please read the Terms of Service carefully before you start to use or access our Services. By using our Services, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms of Service you must not access or use our Services. 

 

PLEASE NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT IN SECTION 18 (DISPUTES AND ARBITRATION) BELOW. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN 30 DAYS AS PROVIDED IN THAT SECTION: (1) YOU AND WE WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. 
 

 

2. AGE RESTRICTIONS 

The Website and Services are intended for users 18 and older. By accessing or using the Services, You represent and warrant that you are at least eighteen (18) years old and that you possess the legal right and ability to enter into this Terms of Service and to use the Services in accordance with these Terms. 

 

3. CHANGES TO TERMS OF SERVICE 

We may revise and update these Terms of Service from time to time in our sole discretion by posting a revised version on the Website. Software Finder may provide reasonable notice of any material changes, determined at our sole discretion, by posting the updated Terms of Service on the Website. Any revisions to the Terms of Service will take effect on the noted Effective Date, located at the top of these Terms. Changes to the Arbitration Agreement in Section 18 are governed by Section 18.12. 

You understand that your continued use of the Website or Services following the Effective Date, means that you accept and agree to be bound by these Terms of Service. If you do not accept the Terms of Service in its entirety, you must not access or use the Services after the Effective Date. 

 

4. ABOUT SOFTWARE FINDER 

Software Finder bridges the gap between software buyers and vendors, providing an ideal platform for users to discover software solutions, compare options, read and write reviews, and make informed decisions.  

 

5. USER ACCOUNTS 

You may register for a Software Finder vendor account (“Vendor Account”) through the Vendor Portal. In order to register a Vendor Account, you will be asked to provide your email address. You are responsible for maintaining the security and confidentiality of your Vendor Account information. You agree that you are solely responsible for any and all losses incurred by us or any other user or visitor to the Services due to someone else using your Vendor Account as a result of your failing to keep your account information secure and confidential. It is a condition of your use of the Services that all the information you provide on your Vendor Account will be correct, current, and complete. 

6. AUTHORIZED USERS 

You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of anyone authorized to access or use the Services on your behalf (“Authorized User(s)”), and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. 

 

7. USER CONTENT 

“User Content” means any and all information, data and content that any User uploads, posts, inputs, or submits to, or uses in connection with the Services. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Terms of Service and you are liable for any damages arising from a violation of the Terms of Service. Notwithstanding any other agreement you may have with Software Finder, your User Content is not confidential information and will not be treated as such by Software Finder. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Software Finder. Software Finder is not obligated to backup any User Content, and your User Content may not always be accessible. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.  

 

You represent and warrant that you have obtained all necessary rights, consents, authorizations and permissions to provide and use the User Content (including all intellectual property rights therein) in connection with your use of the Services and that Software Finder’s use thereof as contemplated by these Terms will not infringe or violate (a) any third party intellectual property, publicity, privacy or other rights, or (b) any laws, including data privacy or protection laws in any jurisdiction. You agree not to provide any User Content in violation of any fiduciary duty, duty of confidentiality, or contractual obligation. You are solely responsible for any User Content and other information that you (or any of your Authorized Users) make available to Software Finder, whether or not through the Services. You shall notify Software Finder if you become aware that the Services are being used for any illegal or unauthorized purpose. 

 

You own User Content and hereby grant (and you represent and warrant that you have the right to grant) to Software Finder and its affiliates an irrevocable, perpetual, nonexclusive, transferable, royalty-free and fully paid, worldwide, unrestricted license to use and reproduce your User Content to the extent reasonably necessary to provide the Services. For the avoidance of doubt, Software Finder will not share, disclose or use source code contained in User Content for the benefit of any third-party except as necessary to maintain and improve the Services and to provide the Services to you. 

 

You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. By posting User Content you represent and warrant that you own or otherwise control all of the rights to your User Content, including the rights necessary for you to provide, post, upload, input or submit the User Content and grant the license above to such User Content. 

 

To ensure a safe and healthy environment, we have the right to: 

  • Remove or refuse to post any User Content for any or no reason in our sole discretion. 
  • Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms. 
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. 
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.  
  • Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, for any violation of these Terms. 

 

Because we cannot control User Content, we are not responsible or liable to you or any third party for any User Content posted by you or any Users on the Service. 

 

8. PROHIBITED USES 

You may use our Website and Services only for lawful purposes and in accordance with these Terms of Service. You agree NOT to use the Services: 

  • In any way that violates these Terms or any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).  
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise. 
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service. 
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation. 
  • To impersonate or attempt to impersonate Software Finder, a Software Finder employee, another user, or any other person or entity (including, without limitation, by using email addresses or account names associated with any of the foregoing). 
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Software Finder or users of the Services, or expose them to liability. 

 

Additionally, you agree not to: 

  • Engage or access the Service for a competitive purpose, including copying, soliciting, competitive or market analysis, or any other use by a competitor. 
  • Use or develop any third-party applications that interact with our Services or User Content information without our written consent. 
  • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services. 
  • Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services. 
  • Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent. 
  • Use any device, software, or routine that interferes with the proper working of the Services, including any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. 
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.  
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack. 
  • Otherwise attempt to interfere with the proper working of the Services. 

 

9. TERMS OF SERVICE VIOLATIONS AND TERMINATION 

 

Any violation of these Terms of Service shall result in immediate Account termination without prior warning to you and without refund applied to your Account. Additionally, any violation of these restrictions may further subject you to liability for violation of Software Finder's intellectual property rights and further claims and damages. We may choose to suspend or terminate your Account or ability to access or use the Services at any time, for any or no reason, at our sole discretion, and without notice, refund, or liability of any kind. 

 

You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. You may delete your Account by accessing your Account settings on the Website or by contacting us at: legal@softwarefinder.com. If you delete your Account, Software Finder may still retain certain information associated with your Account for analytical purposes and record-keeping integrity, as well as to prevent fraud, collect any fees owed, enforce our terms and conditions, take actions we deem necessary to protect the integrity of our Service   and our users, or take other actions otherwise permitted by law.  As well, if certain information has already been provided to third parties as described in our Privacy Notice, retention of that information will be subject to those third parties’ policies. 

 

10. PAYMENT METHODS 

We offer some of our Services and products through subscription plans offered on a per-product basis, as described in the Vendor Portal (each, a “Plan”), which is incorporated into these Terms by reference. If you choose to register Account to purchase and access a Plan, we will collect payment information, such as credit card, billing address and other financial account information. In order to use the Plan, users must provide account information for at least one valid Payment Method, such as your credit card information. For more information on how your personal information is used, please see our Privacy Policy. 
 

You hereby authorize Software Finder as applicable, to run credit card authorizations on all credit cards provided by you and to charge your credit card (or any other “Payment Method”) for applicable fees, including taxes and service charges, and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers, such as Stripe, to process payments and manage your Payment Method information. 

 

By providing Payment Method information through the Services and authorizing payments with the Payment Method, You represent, warrant, and covenant that: (a) You are legally authorized to provide such information; (b) You are legally authorized to make payments using the Payment Method(s); (c) if You are an employee or agent of a company or person that owns the Payment Method, that User is authorized by the company or person to use the Payment Method to make payments on the Website; and (d) such actions do not violate the terms and conditions applicable to User’s use of such Payment Method(s) or applicable law. When a User authorizes a payment using a Payment Method via the Services, User represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. 

 

Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Software Finder is not liable to any user if Software Finder does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Software Finder will make commercially reasonable efforts to work with any such affected users to resolve such transactions in a manner consistent with these Terms. 

 

11. INTELLECTUAL PROPERTY RIGHTS 

The Services and its entire contents, features, and functionality (including but not limited to the Website, Vendor Portal, software, mobile applications, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Software Finder, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 

 

Software Finder hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services except as permitted by this Terms of Service. Further you must not use the Services for any other purposes intended to benefit a party other than you. The Software Finder name, logo, trademarks and all related names, logos, product and service names, designs, and slogans are trademarks of Software Finder or its affiliates or licensors. You must not use such marks without the prior written permission of Software Finder. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners. 

 

12. DIGITAL MILLENNIUM COPYRIGHT ACT 

Software Finder respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any User Content deemed to have been posted or distributed in violation of any such laws. If you believe that your work has been copied on the Website and/or the Services in a way that constitutes copyright infringement under the Digital Millennium Copyright Act (the “Act”), please email us at legal@softwarefinder.com. In your message, please provide notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 

 

13. THIRD-PARTY CONTENT, ADVERTISEMENTS AND PROMOTIONS 

The Website or Services may contain links to third-party products or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any of their products or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content. The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any content or information on the Services, including your user contributions.

 

14. COMMUNICATIONS & MARKETING

By providing your contact information (including but not limited to your name, email address, and phone number) and submitting your information through our Website or Services, you expressly consent to be contacted by Software Finder and its partners, vendors, or service providers via phone call, text message (SMS/MMS), and/or email regarding your inquiry, as well as related products, services, offers, and account-related communications. Such communications may be made using automated technology or prerecorded messages, where permitted by applicable law.

Your consent to receive such communications is not a condition of purchase. Message and data rates may apply depending on your carrier and mobile service plan. Message frequency may vary based on your interactions with us.

You may opt out of receiving text messages at any time by replying STOP to any message you receive from us. To request assistance, reply “HELP” or contact our customer support team at info@softwarefinder.com. You may also unsubscribe from marketing emails by following the instructions included in those communications.

For more details on how we collect, use, and safeguard your personal information, please review our Privacy Policy.

15. WARRANTY DISCLAIMER 

WE PROVIDE THE SERVICES "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THE SERVICES, ANY CONTENT FROM THE WEBSITE, OR THE SERVER THAT MAKES THIS SERVICES AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE PORTIONS OF THIS DISCLAIMER MAY NOT APPLY TO YOU. 

16. LIMITATION OF LIABILITY 

IN NO EVENT WILL WE BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, THE INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, INCLUDING ANY MOBILE APPLICATION, WEBSITE OR ITS CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE PORTIONS OF THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL WE BE LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ERRORS IN PRICING OR AVAILABILITY OF SERVICES AND PRODUCTS, OR DAMAGES THAT MAY RESULT FROM MISREPRESENTATION OF AGE BY A USER OF THE SERVICES. IN NO EVENT WILL SOFTWARE FINDER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SOFTWARE FINDER IN THE LAST SIX (6) MONTHS, OR, IF GREATER, TWENTY DOLLARS ($20). 

THE LIMITS AND EXCLUSIONS IN THIS SECTION APPLY ONLY TO THE EXTENT THE LAW ALLOWS. THEY DO NOT APPLY TO ANY AMOUNT OR OTHER RELIEF THAT THE LAW PROVIDES FOR A CLAIM REGARDLESS OF ACTUAL LOSS, OR TO ANY OTHER LIABILITY THAT THE LAW DOES NOT ALLOW TO BE LIMITED OR WAIVED BY AGREEMENT. THIS SECTION 16 IS NOT PART OF THE ARBITRATION AGREEMENT IN SECTION 18. 
 

17. INDEMNIFICATION 

You agree to indemnify and hold Software Finder, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) any violation of these Terms of Service (including negligent or wrongful conduct) by you, (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or (iv) your User Content. In states where the law does not recognize a cap on liability and/or indemnity obligations, you agree to hold harmless Software Finder and be fully responsible for any loss, liability and/or legal fees that arise from the violation of the Terms of Service herein. 

 

18. DISPUTES AND ARBITRATION  

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. PLEASE BE AWARE THAT THIS SECTION CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND US WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. 

18.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and we agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive (including any call, text message or email about a request you submit through the Services), any software, products or services you learn about, request or obtain through the Services, or the Terms, including claims and disputes that arose between us before the effective date of the Terms (each, a “Dispute”) will be resolved by binding arbitration, using the English language, rather than in court, except that: (1) you and we may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms.

In this Arbitration Agreement, “we” and “us” include Software Finder’s affiliates, the software providers and other businesses that receive a request you submit through the Services, any company that contacts you on behalf of any of them, and the officers, employees and agents of each. Each of them is an intended third-party beneficiary of this Arbitration Agreement and may enforce it as if it were a party.

18.2 Informal Dispute Resolution. There may be instances when a Dispute arises between you and us. If that occurs, we are committed to working with you to reach a reasonable resolution. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@softwarefinder.com, or by regular mail to Software Finder LLC, Attn: Legal, 522 W. Riverside Ave., Suite 4076, Spokane, WA 99201. The Notice must include: (1) your name, telephone number, mailing address, and the email address associated with your Account or that you provided through the Services (if any); (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute. The Notice must specify a proposed date and time when you are available for an Informal Dispute Resolution Conference; however, you agree to cooperate with Software Finder in scheduling a mutually agreeable date and time if your proposed date and time is not convenient for Software Finder.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section 18.2. Failure to appear for the Informal Dispute Resolution Conference without prior notice or extenuating circumstances will be deemed a failure to participate in good faith.

18.3 Waiver of Jury Trial. YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.4 Waiver of Class and Other Non-Individualized Relief. YOU AND WE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 18.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this Section 18.4 is intended to, nor shall it, affect the terms and conditions under Section 18.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 18.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and we agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated only in the courts provided for under Section 19. All other Disputes shall be arbitrated or litigated in small claims court. This Section 18.4 does not prevent you or us from participating in a class-wide settlement of claims.

18.5 Rules and Forum. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. You and we expressly agree that the procedural provisions of the Federal Arbitration Act, and not those of any state arbitration statute, govern any arbitration under this Arbitration Agreement and any court proceeding relating to it, including as to the timing and consequences of payment of arbitration fees, except that any right you have under the law of the state where you reside regarding an arbitrator’s disclosure of conflicts or disqualification will continue to apply. Any arbitration fee or cost invoiced to a party shall be due ninety (90) days after that party receives the invoice.

If the informal dispute resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and we agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by the American Arbitration Association (the “AAA”), an established alternative dispute resolution provider, under its rules, including the Consumer Arbitration Rules (the “AAA Rules”), then in effect, unless otherwise required by law. AAA’s rules are also available at https://adr.org/consumer. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in New Castle County, Delaware. Any hearing will be conducted by videoconference or telephone, unless the arbitrator determines, on a party’s request, that an in-person hearing is necessary. Any in-person hearing will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. Whether or not a hearing is held in person, each party, and each party’s representatives and witnesses, may take part in any conference or hearing in the arbitration by videoconference. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.

If the parties are not able to resolve the Dispute through the mandatory informal dispute resolution process referenced above, either party may initiate an arbitration proceeding by sending a demand to the other party that describes the nature and basis for the claim and includes all of the information required in the arbitration notice (“Arbitration Notice”). The party initiating arbitration must include as part of the demand a personally signed certification of compliance with the informal dispute resolution process. The Arbitration Notice must include: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration, and the email address associated with any applicable Account or provided through the Services; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the informal dispute resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Arbitration Notice shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Arbitration Notice. By signing the Arbitration Notice, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Arbitration Notice is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and we otherwise agree, or the Batch Arbitration process discussed in Section 18.9 is triggered, the place of the arbitration will be the county where you reside, but no party, representative or witness will be required to travel there. Each party may be represented in the arbitration by any person of its choosing, including its own officers, employees or in-house legal personnel, whether or not that person is admitted to practice law in the place of the arbitration, to the extent permitted by applicable law. Subject to the applicable AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. You and we agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

18.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in a state of the United States, and will be selected by the parties from the AAA roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Arbitration Notice, then the AAA will appoint the arbitrator in accordance with the applicable AAA Rules, provided that if the Batch Arbitration process under Section 18.9 is triggered, the AAA will appoint the arbitrator for each batch.

18.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 18.4, including any claim that all or part of Section 18.4 is unenforceable, illegal, void or voidable, or that Section 18.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 18.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 18.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

18.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Arbitration Notice was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  

18.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and we agree that in the event that there are twenty-five (25) or more individual Arbitration Notices of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period, the AAA shall (1) administer the arbitration demands in batches of 100 Arbitration Notices per batch (plus, to the extent there are less than 100 Arbitration Notices left over after the batching described above, a final batch consisting of the remaining Arbitration Notices), or in a single batch if there are fewer than 100 Arbitration Notices in total; (2) appoint one arbitrator for each batch; (3) administer the batches concurrently; (4) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). Arbitration awards in one batch of arbitration demands shall have no precedential effect on subsequently administered batches.

All parties agree that Arbitration Notices are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. You and we agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Arbitration Notices, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

18.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by email to legal@softwarefinder.com or by regular mail to the address in Section 18.2, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account or provided through the Services (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

18.11 Invalidity, Expiration. Except as provided in Section 18.9, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. For the avoidance of doubt, this means that, if Section 18.9 is found under the law to be invalid or unenforceable to any extent, then you agree that the entire Arbitration Agreement shall be of no force and effect. You further agree that any Dispute that you have with us as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

18.12 Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if we make any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to us at the address in Section 18.2, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any software, products or services you learn about, request or obtain through the Services, or the Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms) remain in full force and effect. We will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Terms. 

19. GOVERNING LAW AND VENUE

These Terms and any Dispute or claim arising out of or relating to them or to the Services, whether in contract, tort or otherwise, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except that the Arbitration Agreement is governed by the Federal Arbitration Act as set out in Section 18.5. Subject to the Arbitration Agreement, any Dispute between you and us that is not subject to arbitration or eligible for small claims action shall be decided exclusively by the state or federal courts located in the State of Delaware, and you and we submit to the personal jurisdiction of those courts. 

 

20. SURVIVAL 

After this Terms of Service terminates, the terms of this agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. For example, the provisions protecting intellectual property, indemnification, payment of fees, limitations of liability, and Section 18 (Disputes and Arbitration) each, by their nature, contemplate performance or observance after this Terms of Service terminates. Without limiting any other provisions of the Terms of Service, the termination of these Terms for any reason will not release you from any obligations incurred prior to termination of the Terms or that thereafter may accrue in respect of any act or omission prior to such termination. 

 

21. ASSIGNABILITY 

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without Software Finder’s prior written consent in the form of a written instrument signed by a duly authorized representative of Software Finder. Software Finder may freely assign this Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties. 

 

22. WAIVER AND SEVERABILITY 

No waiver by Software Finder of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Software Finder to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect. 

 

23. ACCESS OF THE SITE OUTSIDE THE UNITED STATES 

Given the global nature of the Internet, you agree to comply with all local rules, including, without limitation, rules about the Internet, data, email, privacy, copyright and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. 

 

In order to access or use the Website or Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Website or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and Website and your license to use the Services will be immediately revoked. 

 

24. CONSENT TO USE ELECTRONIC RECORDS 

In connection with the Terms of Service, you may be entitled to receive certain records from Software Finder or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Services, you give us permission to provide these records to you electronically instead of in paper form. 

 

25. ENTIRE AGREEMENT 

This Terms of Service, constitute the sole and entire agreement between you and Software Finder and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, to the extent they relate in any way to the Services. 

 

CONTACT INFORMATION 

For questions or concerns related to these Terms, please contact us at legal@softwarefinder.com.