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Terms of Use

Last revised: April 10, 2019

These terms and conditions of use (“Terms of Use”) govern your use of our online interfaces and properties (e.g., websites) owned and controlled by Middle West Enterprises, Inc. d/b/a Huron (“Huron”), including www.usehuron.com, www.lookaliveoutthere.com, and www.lookalive.com websites (collectively, the “Site”). Your compliance with these Terms of Use is a condition to your use of the Site. If you do not agree to be bound by the Terms of Use, promptly exit this Site. Please also consult our Privacy Policy for a description of our privacy practices and policies.

Binding Arbitration. These Terms of Use provide that all disputes between you and Huron that in any way relate to these Terms of Use or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Huron.

01

Ownership of the Site

All pages within this Site and any material made available for download are the property of Huron, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws. The contents of the Site, including without limitation all data, files, documents, text, photographs, images, audio, video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized by these Terms of Use or otherwise approved in writing by Huron. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content, or other proprietary information (including images, text, page layout, or form) of Huron without our express written consent.

02

Site Access, Security, and Restrictions; User Accounts

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an Account which you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or, (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use, or in violation of applicable law.

You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

To sign up for the services offered through the Site, you must register for an account on the services (an “Account”). Our Site is not intended for anyone under eighteen (18) years of age, and you represent and warrant that you are at least eighteen (18) years of age at the time of creating your Account. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar, or obscene. Access to certain portions or features of the Site may require your Account user ID and password. You are solely responsible for the activity that occurs on your Account, and for keeping your Account user ID and password secure. You may never share your user ID or password with any third party or use another person’s user ID, password, or registration information for the Site or Site-related services without permission. You must notify us immediately of any change in your eligibility to use the Site or any Site-related services, breach of security, or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account. You have the ability to delete your Account, either directly by logging into your Account or through a request using the information on the Contact Us page of our Site. Your Account or other access to the Site may be revoked by Huron at any time with or without cause. You agree to defend, indemnify, and hold Huron harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Huron arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Site, or access by anyone accessing the Site under your Account or using your user ID and password.

Violations of system or network security may result in civil or criminal liability. Huron will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

03

Accuracy and Integrity of Information; Colors

Although Huron attempts to ensure the integrity and accuracy of the Site, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform Huron so that it can be corrected. Huron reserves the right to unilaterally correct any inaccuracies on the Site without notice. Information contained on the Site may be changed or updated without notice. Additionally, Huron shall have no responsibility or liability for information or Content posted to the Site from any non-Huron affiliated third party.

We have made significant efforts to accurately display the colors of our products that appear on the Site. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will be accurate.

04

Typographical Errors and Incorrect Pricing

In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we shall have the right to refuse or cancel any orders placed for product / service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall promptly issue a credit to your credit or debit card account in the amount of the incorrect price.

05

Order Acceptance

We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your Account may also be restricted or terminated for any reason, at our sole discretion. For your convenience, you will not be charged until your payment method is authorized, the order information is verified for accuracy and your order is shipped. Some situations that may result in your order being canceled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your credit card (or other payment account) has been charged, we will issue a credit to your credit card (or other applicable payment account) in the amount of the charge.

06

Quantity Limits and Dealer Sales

Huron reserves the right, at our sole discretion, to limit the quantity of items purchased per Account, per person, per household, or per order. These restrictions may be applicable to orders placed by the same Account, the same credit card, and also to orders that use the same billing or shipping address. We will provide notification to you should such limits be applied. Please note that certain orders constitute improper use of Huron, the Site, and Site-related services. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Your Account may also be restricted or terminated for any reason, at our sole discretion. Huron restricts the availability of the “Starter Kit” product to first time customers only and to a quantity of one (1) per customer. Huron also reserves the right, at our sole discretion, to prohibit sales to dealers or resellers. For purposes of these Terms of Use, reselling shall be defined as purchasing or intending to purchase any products from Huron for the purpose of engaging in a commercial sale of that same products with a third party.

07

Free Trials and Promotions; Coupons

Any free trial or other promotion accessible through the Site that provides access to a paid service (a “Free Trial”) must be used within the specified time of the Free Trial. You will be required to have a valid payment method on file in order to initiate a Free Trial. You must stop using a paid service before the end of the Free Trial period in order to avoid being charged for that paid service. If you cancel prior to the end of the Free Trial period and are inadvertently charged for a paid service, please contact us at help@usehuron.com. Free Trials are one-time only for new customers and are limited to one per household. Additional terms and limitations may apply and will be more fully explained at the time you sign up for the Free Trial. Any such additional terms and limitations are deemed part of these Terms of Use.

We may offer coupon codes for our products and services. Coupon codes have no cash value and cannot be redeemable for cash, and cannot be combined with any other offers. You are limited to one coupon code per order. Coupon codes generally expire and are no longer valid for redemption thirty (30) days after their date of generation, but certain coupon codes may have their own redemption period as specified in connection with the coupon code itself. The unauthorized reproduction, resale, modification, or trade of coupon codes is prohibited. Coupon codes are void where prohibited, taxed, or restricted. We reserve the right to change or limit coupon codes in its sole discretion.

08

Online Payments; Subscription Services

You can purchase products or services on the Site. We accept credit and debit cards issued by U.S. banks. We use a third-party payment processor (the “Payment Processor”), which is currently Stripe, to bill you through a payment account linked to your Account (your “Billing Account”) for the purchase of our products and services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Use. We are not responsible for errors by the Payment Processor. By choosing to purchase our products and services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for the products and services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

If a credit card account is being used for a transaction, Huron may obtain preapproval for an amount up to the amount of the payment. You may check and correct any input errors in your order up until the point at which you submit your order to us by clicking the “Submit Purchase” [** NTD: Confirm. **] on the checkout page. An order submitted by you constitutes a legally binding offer given by you to us to purchase the products and services specified in that order, subject to these Terms of Use, at the price and on the terms stated when you sign up or place your order. All orders are subject to acceptance by us. Your order will not be considered accepted until we have received payment of the purchase price of your order. We may send an acknowledgment of our receipt of your order to the email address you provide, after your payment for the order has been processed, so that you may print the information for your records. Unless otherwise stated at the time you place your order, title and risk of loss pass to you upon delivery to the shipping address you specified when you placed the order, provided full payment of all sums due in respect of the products or services, including any delivery charges, has been received. If you enroll to make recurring payments automatically, all charges and fees will be billed to your Billing Account. If you want to designate a different credit card or if there is a change in your credit card or other Billing Account details, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information. Some of our services may consist of an initial period for which there is a one-time charge or a Free Trial, followed by recurring periodic charges as agreed to by you when you sign up for such auto-replacing products (“Subscription Services”). Unless you opt-out of a Subscription Service, which can be done via the methods described below, the Subscription Services that you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term you originally selected, at the then-current non-promotional rate. More information on Subscription Services can be found on our Site. By choosing a Subscription Service, you acknowledge that the Subscription Service has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to the effective date of cancellation of such Subscription Service. All recurring payments relating to Subscription Services are fully earned upon payment. To change or cancel your Subscription Services at any time, go to your Account, call us at 513-909-4426, or email us at help@usehuron.com. If you terminate a Subscription Service, your subscription will not be renewed after your then-current subscription term expires.

You represent and warrant that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct, current, and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.

WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION, OR TO CHANGE YOUR PAYMENT METHOD OR SUBSCRIPTION SERVICES, GO TO YOUR ACCOUNT OR CONTACT US USING THE INFORMATION LOCATED ON OUR SITE. [** NTD: Confirm methods for canceling or changing payment authorization. **] YOUR NON-TERMINATION OR CONTINUED USE OF A PAID SERVICE (INCLUDING, WITHOUT LIMITATION, SUBSCRIPTION SERVICES) REAFFIRMS THAT WE ARE AUTHORIZED TO CHARGE YOUR PAYMENT METHOD FOR THAT PAID SERVICE. WE MAY SUBMIT THOSE CHARGES FOR PAYMENT AND YOU WILL BE RESPONSIBLE FOR SUCH CHARGES. THIS DOES NOT WAIVE OUR RIGHT TO SEEK PAYMENT DIRECTLY FROM YOU. YOUR CHARGES MAY BE PAYABLE IN ADVANCE, IN ARREARS, PER USAGE, OR AS OTHERWISE DESCRIBED WHEN YOU INITIALLY SELECTED TO USE A PAID SERVICE.

09

Export Policy and Restrictions

You acknowledge that the products and Content which are sold or licensed on the Site, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured or received. By purchasing, downloading or using technology or software from the Site, you agree to abide by the applicable laws, rules, and regulations – including, but not limited to, the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless Huron from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision or applicable export control, antiboycott, or economic sanctions laws and regulations.

10

Links to Other Sites

Huron makes no representations whatsoever about any other website that you may access through this Site. When you access a non-Huron website, please understand that it is independent from Huron, and that Huron has no control over the content on that website. In addition, a link to a non-Huron website does not mean that Huron endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party websites linked to this Site, you do this entirely at your own risk.

11

User Generated Content, Reviews, Feedback, and other Postings to the Site

If you submit, upload, or post any comments, ideas, suggestions, information, files, videos, images, or other materials to or for use on our Site (“User Generated Content”), you agree not to provide any User Generated Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other Site users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Huron that you have the legal right and authorization to provide all User Generated Content to Huron for the purposes and Huron’s use as set forth herein. Huron shall have a royalty-free, irrevocable, transferable right and license to use the User Generated Content in whatever manner Huron desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, or sell or distribute such User Generated Content or incorporate such User Generated Content into any form, medium, or technology throughout the world. Huron is and shall be under no obligation (1) to maintain any User Generated Content in confidence, (2) to pay to you any compensation for any User Generated Content, or (3) to respond to any User Generated Content.

Huron does not regularly review posted User Generated Content, but does reserve the right (but not the obligation) to monitor and edit or remove any User Generated Content submitted to the Site. You grant Huron the right to use the name that you submit in connection with any User Generated Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Generated Content. You are and shall remain solely responsible for the content of any User Generated Content you make. Huron and its affiliates take no responsibility and assume no liability for any User Generated Content submitted by you or any third party.

You agree to defend, indemnify, and hold Huron harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Huron arising out of any User Generated Content you post or allow to be posted to the Site.

12

Claims of Copyright Infringement

We disclaim any responsibility or liability for copyrighted materials posted on our site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

Huron respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Huron’s Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the Site

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Copyright Notice”) complying with the following requirements.

  1. Identify the copyrighted works that you claim have been infringed.
  2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.
  3. Provide your mailing address, telephone number, and, if available, email address.
  4. Include both of the following statements in the body of the Copyright Notice:

    “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

    “I hereby state that the information in this Copyright Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

  5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Copyright Agent:

Middle West Enterprises, Inc.
Attn:
303 Spring St.
New York, NY 10013

[** NTD: The purpose of this Section is to protect Huron from liability for copyright infringement claims arising out of content posted by users of the Site. The registered Copyright Agent does not have to be an attorney and can be anyone within the company with the ability to properly monitor and report (typically to legal counsel) notices of alleged copyright infringement. You will need to file an Interim Designation of copyright agent with the US Copyright Office and pay a small filing fee and doing so and providing the notice above will provide significant legal protection to Huron in the event a third party claims content posted by users is infringing the third party’s copyright. Additional information can be found at the US Copyright Office website, http://www.copyright.gov/onlinesp/. Please let us know if you would like our assistance with this. **]

13

Disclaimer of Warranties

HURON DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. HURON DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. HURON DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY HURON ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.

14

Limitation of Liability Regarding Use of Site

HURON AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, OR LINKED WEBSITES IS TO STOP USING THE SITE OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF HURON TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS).

15

Consent to Receive Calls; SMS Messaging

By providing your phone number, you are agreeing to be contacted by or on behalf of Huron at the number you have provided, including calls, to receive informational, services related, and marketing communications relating to the Site, our products, and our services. You can opt-out of receiving further calls from us by logging on to the My Account section of our Site or by contacting using the information on the Contact Us page of our Site. Please note, that by withdrawing your consent, some Site features and certain services may no longer be available to you. [**NTD: The language below can be used in conjunction with a separate opt-in process that is specific to SMS messages.]

Some of our services may allow you to receive SMS, MMS, or other text message notifications from us (each, a “Text Message”). To the extent you voluntarily opt-in to have Text Messages from us sent directly to your mobile phone, the following terms apply:

  • In addition to any fee of which you are notified, your wireless carrier’s standard message and data rates may apply to our confirmation Text Message and all subsequent Text Message correspondence according to your individual rate plan provided by your wireless carrier. Please consult your wireless carrier’s pricing plan to determine the charges for browsing data and sending and receiving Text Messages. Under no circumstances will we be responsible for any text messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit text alerts, you may not receive the Text Messages from us. You can opt-out of receiving any further Text Messages from us by replying “STOP” to any Text Message you receive from us. [** NTD: Confirm. **]
  • Delivery of Text Messages is subject to effective transmission from your network operator and we will not be liable for any delays in the receipt of any Text Messages. Text Message services are provided on an “AS IS” basis. Data obtained from you in connection with any Text Message services may include your cell phone number, your wireless carrier’s name, and the date, time, and content of your messages. We may use this information to contact you and to provide the Services you request from us.
  • By providing us with your wireless phone number, you confirm that you want us to send you information that we think may be of interest to you to such phone number, which may include using automated dialing technology to send you Text Messages at the wireless number you provided.

For more information on how we use telephone numbers, please read our Privacy Policy.

16

Dispute Resolution; Arbitration Agreement

We will try work in good faith to resolve any issue you have with Site, including products and services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction.

You and Huron agree that any dispute, claim or controversy arising out of or relating in any way to these Terms of Use or your use of the Site, including products and services ordered or purchased through the Site, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Huron are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Huron.

If you desire to assert a claim against Huron, and you therefore elect to seek arbitration, you must first send to Huron, by certified mail, a written notice of your claim (“Notice”). The Notice to Huron should be addressed to: Huron, Attn: __________, 303 Spring St., New York, New York 10013 (“Notice Address”). If Huron desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Huron, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Huron and you do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Huron may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Huron or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Huron receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Huron and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Huron’s last written settlement offer made before an arbitrator was selected (or if Huron did not make a settlement offer before an arbitrator was selected), then Huron will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND HURON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Huron agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. 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 that party's individual claim.

If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for New York, New York.

17

Revisions; General

Huron reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Huron and you pertaining to the subject matter hereof. In its sole discretion, Huron may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Your continued use of the Site after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

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