How can we use it?
Use GiftBridge personal cards as:
- Gifts for family and friends
- A way to treat yourself
- Seasonal gifts for the Holidays
- A special “thank you”
- A way to let the kids shop— without handing them cash or a credit card
Do you own your own business or practice? Check out our line of exclusive Business-only GiftBridge cards! »
Association Affiliate Terms
Association Affiliate Terms
Revised 5/26/2011
Prepaid card products ("Cards") purchased at GiftBridge.com, owned by Affinity Center International, LLC ("ACI") can only be used in connection with bonafide business sponsored loyalty, award, or promotional programs (the "Program") where individuals are awarded/rewarded a Card in connection with a Program ("Participants").
Revised 5/26/2011
Prepaid card products ("Cards") purchased at GiftBridge.com, owned by Affinity Center International, LLC ("ACI") can only be used in connection with bonafide business sponsored loyalty, award, or promotional programs (the "Program") where individuals are awarded/rewarded a Card in connection with a Program ("Participants").
The terms "you" and "your" refer to the association creating the GiftBridge account and who has electronically agreed to these Association Affiliate Terms. The terms "ACI" and "we" and "us" and "our" refer to Affinity Center International LLC. The term "member" refers to your lawful and bona fide business clients who have been identified, reviewed and are members of the association through which the order was placed. IN PARTICULAR, YOU SHALL ENSURE THAT YOU AND YOUR MEMBERS DO NOT RESELL THE CARDS. CARDS MAY NOT BE RESOLD OR OFFERED FOR SALE TO CONSUMERS.
1. General Terms
a. For standard Material (hereinafter defined) (excluding custom Material) whether or not co-branded, we reserve the right to change the Material at our sole discretion.
b. You shall or shall cause the association members to manage and implement the Program and determine which Participants are eligible to receive Cards and receive value on the Cards. ACI reserves the right to deny participation or cancel any issued Card by any Participant or proposed Participant should the name of the Participant appear on the Federal Office of Foreign Asset Control or other local, state or federal lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by ACI.
a. For standard Material (hereinafter defined) (excluding custom Material) whether or not co-branded, we reserve the right to change the Material at our sole discretion.
b. You shall or shall cause the association members to manage and implement the Program and determine which Participants are eligible to receive Cards and receive value on the Cards. ACI reserves the right to deny participation or cancel any issued Card by any Participant or proposed Participant should the name of the Participant appear on the Federal Office of Foreign Asset Control or other local, state or federal lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by ACI.
c. ACI’s card partners shall provide 24/7 customer service to the Participants via a toll free phone number, and website.
d. Assignment: Neither party shall assign its rights, duties and obligations under this Agreement without prior written consent of the other party except that ACI is permitted to make an assignment to a parent, subsidiary or affiliated entity without prior notice or consent. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and to their respective successors and permitted assigns.
e. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.
f. Referral: You allow ACI to list you as a current client. With your prior approval (verbal or written), you further agree to be used as a reference to current and future ACI clients.
g. Survival: Any provision of this Agreement, which by its terms is to be preformed after the termination of this Agreement or is to be otherwise survived by the termination of this Agreement shall remain in full force and effect.
h. Entire Agreement: This Agreement and future modifications made online thereto, along with any other agreement mutually executed between the parties pursuant to the subject matter herein and with reference to this Agreement, constitutes the entire agreement between the parties relating to the matters specified herein
i. Notices: Any notice or other communication provided under this Agreement will be in writing and signed by the party providing such notice and will be effective: a) when delivered personally to the other party, b) five (5) days following deposit of such communication into the United States mail (certified mail, return receipt requested), c) upon delivery by an overnight delivery service (with confirmation of delivery), or d) by fax
or email effective the date of such fax or email with proof of delivery followed by hard copy delivery using another delivery as herein provided. Such notices shall be addressed as follows: To Affinity Center International LLC, Attention: GiftBridge Legal, 11951 Freedom Drive, Suite 1300, Reston, VA 20190; phone for delivery services only 202-495-0998; Fax 877-353-0125; or email – giftbridge@affinitycenter.com, with a copy to Maritz Inc., Attention Law Department, 1375 North Highway Drive, Fenton, Missouri 63099, To you: at the address on record with ACI at the time such notice is sent. Any notice or other communication under this Section sent by fax or email shall be followed with a copy of same by first class mail or nationally recognized courier
service.
j. Independent Contractor Relationship: The parties intend that an independent contractor relationship shall be created by this Agreement and that nothing contained herein shall be construed to create an employment or a franchise, partnership, agency or joint venture relationship between them and neither shall be entitled to or covered by the other’s benefit plans. You and your employees, agents and contractors have no right, power, or authority to create any obligation or contract, express or implied, or to make any representation on behalf of ACI, or to hold you or them out to the public as having such right, power,
or authority, or to make such representations except as may be expressly authorized in advance in writing from time to time by ACI and then only to the extent of such authorization.
k. Invalid/Unenforceable Provisions: Any provision of this Agreement which is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the enforceability of such remaining provisions.
l. Waiver: A waiver by either party of any term or conditions of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.
m. Recordkeeping: Members who purchase cards will be asked to keep a log of distribution of the cards that will include the name, address of the person who received the card(s), date of distribution and the value of the card(s). Records of all transactions are to be kept for seven (7) years.
n. Compliance: Each party agrees to abide by all applicable local, state and federal laws including but not limited to as they pertain to the Cards, members, Participants and/or the Program. Not limiting the foregoing and subject to the laws in effect from time to time, in particular you or association members agree that Programs in which the Participants are your employees, or employees of the association members and the employees are located in the State of Florida, that Cards issued in connection with such portion of the Program administered to such Florida residents shall be valid for use for a period of not less than twelve (12) months, subject to applicable law. You shall, or shall cause your association members to, determine whether the Cards provided to Participants implicate the Program’s compliance with those provisions of the Internal Revenue Code governing exclusion of prizes and awards from the gross income of Participants. ACI bears no responsibility or liability for any determination related to the Cards and treatment for tax purposes and makes no representation or warranty concerning any tax matters relating to the Program, including the eligibility of Participants for any exclusion.
o. Termination: Either party shall be entitled at any time, upon at least thirty (30) days prior written notice to the other Party, to terminate this Agreement in whole or in part. Further, the termination by the Office of Thrift Supervision or the issuing bank of any Cards purchased pursuant to this Agreement shall effect a termination of this Agreement.
p. Language: The parties have required that the terms and conditions and all documents relating thereto be drawn up in English.
d. Assignment: Neither party shall assign its rights, duties and obligations under this Agreement without prior written consent of the other party except that ACI is permitted to make an assignment to a parent, subsidiary or affiliated entity without prior notice or consent. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and to their respective successors and permitted assigns.
e. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.
f. Referral: You allow ACI to list you as a current client. With your prior approval (verbal or written), you further agree to be used as a reference to current and future ACI clients.
g. Survival: Any provision of this Agreement, which by its terms is to be preformed after the termination of this Agreement or is to be otherwise survived by the termination of this Agreement shall remain in full force and effect.
h. Entire Agreement: This Agreement and future modifications made online thereto, along with any other agreement mutually executed between the parties pursuant to the subject matter herein and with reference to this Agreement, constitutes the entire agreement between the parties relating to the matters specified herein
i. Notices: Any notice or other communication provided under this Agreement will be in writing and signed by the party providing such notice and will be effective: a) when delivered personally to the other party, b) five (5) days following deposit of such communication into the United States mail (certified mail, return receipt requested), c) upon delivery by an overnight delivery service (with confirmation of delivery), or d) by fax
or email effective the date of such fax or email with proof of delivery followed by hard copy delivery using another delivery as herein provided. Such notices shall be addressed as follows: To Affinity Center International LLC, Attention: GiftBridge Legal, 11951 Freedom Drive, Suite 1300, Reston, VA 20190; phone for delivery services only 202-495-0998; Fax 877-353-0125; or email – giftbridge@affinitycenter.com, with a copy to Maritz Inc., Attention Law Department, 1375 North Highway Drive, Fenton, Missouri 63099, To you: at the address on record with ACI at the time such notice is sent. Any notice or other communication under this Section sent by fax or email shall be followed with a copy of same by first class mail or nationally recognized courier
service.
j. Independent Contractor Relationship: The parties intend that an independent contractor relationship shall be created by this Agreement and that nothing contained herein shall be construed to create an employment or a franchise, partnership, agency or joint venture relationship between them and neither shall be entitled to or covered by the other’s benefit plans. You and your employees, agents and contractors have no right, power, or authority to create any obligation or contract, express or implied, or to make any representation on behalf of ACI, or to hold you or them out to the public as having such right, power,
or authority, or to make such representations except as may be expressly authorized in advance in writing from time to time by ACI and then only to the extent of such authorization.
k. Invalid/Unenforceable Provisions: Any provision of this Agreement which is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the enforceability of such remaining provisions.
l. Waiver: A waiver by either party of any term or conditions of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.
m. Recordkeeping: Members who purchase cards will be asked to keep a log of distribution of the cards that will include the name, address of the person who received the card(s), date of distribution and the value of the card(s). Records of all transactions are to be kept for seven (7) years.
n. Compliance: Each party agrees to abide by all applicable local, state and federal laws including but not limited to as they pertain to the Cards, members, Participants and/or the Program. Not limiting the foregoing and subject to the laws in effect from time to time, in particular you or association members agree that Programs in which the Participants are your employees, or employees of the association members and the employees are located in the State of Florida, that Cards issued in connection with such portion of the Program administered to such Florida residents shall be valid for use for a period of not less than twelve (12) months, subject to applicable law. You shall, or shall cause your association members to, determine whether the Cards provided to Participants implicate the Program’s compliance with those provisions of the Internal Revenue Code governing exclusion of prizes and awards from the gross income of Participants. ACI bears no responsibility or liability for any determination related to the Cards and treatment for tax purposes and makes no representation or warranty concerning any tax matters relating to the Program, including the eligibility of Participants for any exclusion.
o. Termination: Either party shall be entitled at any time, upon at least thirty (30) days prior written notice to the other Party, to terminate this Agreement in whole or in part. Further, the termination by the Office of Thrift Supervision or the issuing bank of any Cards purchased pursuant to this Agreement shall effect a termination of this Agreement.
p. Language: The parties have required that the terms and conditions and all documents relating thereto be drawn up in English.
2. Intellectual Property
a. You shall adhere to ACI’s branding guidelines, and you shall not distribute, either internally or to the public, any materials (including but not limited to advertisements, marketing materials, promotions, direct mail (whether delivered by USPS or email), press releases, Internet notices or web pages, brochures and posters) that refer directly or indirectly to ACI, any network, ACI’s registered marks, ACI trade names, ACI’s merchant partners and their marks or trade names, or the Cards without the prior review and written approval from ACI. The trademarks, trade names, logos, and service marks ("Marks") provided to you for use in the program are the property of ACI and other parties. You are prohibited from using any Marks without the written permission of ACI or such third party that may own the Marks. ACI shall only use your marks as provided and approved by you in writing for use in the Program, and in accordance with this Agreement.
b. As between you and ACI, other than as set forth herein, neither party shall grant, or be deemed to grant, to the other party any right, title or interest in or to the other party’s proprietary technology, methods and methodologies, software code, documentation, tools, software and interfaces, trade secrets, works of authorship or other proprietary materials that are protected by intellectual property rights held by the other party or its licensors and used by the other party in the operation and maintenance of the Program web site, or any ACI affiliated web sites, including, without limitation, any and all intellectual property rights and other proprietary rights embodied therein or otherwise applicable thereto. Other than as set forth herein, neither party has granted or does grant to the other party any intellectual property ownership interest in such party’s names, titles, logos, trademarks or service marks or other intellectual property.
c. Each party warrants and represents to the other party, and is solely responsible for ensuring that it’s Marks and/or designs, pictures or other intellectual property, which are provided for use in the Program (including collateral material), do not infringe or violate the intellectual property rights of any other party.
d. Should you violate the intellectual property/branding requirements set forth herein, ACI shall assess the following penalties, in it’s sole discretion: a penalty of $5,000.00 upon a first offense; a penalty of $10,000.00 upon a second offense; and a penalty of $15,000.00 or termination of this Agreement upon a third offense.
3. Indemnification
a. Each party agrees to indemnify and hold harmless the other party and their respective affiliates, officers, directors, employees and agents from and against any third party claims, suits, or proceedings, including governmental, regulatory or law enforcement claims or proceedings (collectively, "claims") arising from or involving (i) a breach of any material term or condition of this Agreement by the indemnifying party; (ii) any material misrepresentation made by the indemnifying party in this Agreement; or (iii) the negligent or wrongful acts of the indemnifying party’s officers, directors, employees, or agents. The indemnifying party shall be responsible for defending any such claims and shall compensate the other party for any damages awarded or any settlement paid resulting from these claims.
b. Each party seeking indemnification hereunder agrees to give the party from whom indemnification is sought prompt notice of intention to make a claim for indemnification hereunder. The indemnifying party shall have the opportunity to defend the underlying claims, suit or proceeding by competent counsel of its own choosing. The indemnified party may elect, at its own cost, to retain counsel for the proceedings as well. In any event, the
indemnified party shall cooperate in the defense of such claim, suit or proceeding, including by providing witnesses and/or documents as reasonably requested by the indemnifying party.
indemnified party shall cooperate in the defense of such claim, suit or proceeding, including by providing witnesses and/or documents as reasonably requested by the indemnifying party.
c. For employee promotion programs of all types, including but not limited to sweepstakes, rebates, and contests (the "Promotion") you agree to indemnify and hold harmless ACI, its parent companies, affiliates, subsidiaries, and assigns and its officers, directors, employees and any individual action on its behalf ("ACI Company"), from and against any and all third party claims, actions, demands, losses, liability and damages, amounts paid as a result of a judgment, or settlement ("claims") incurred by ACI as a result of any breach or non-performance by you of any service, disclosure, or obligations (regulatory or other) related to or arising from the Promotion, except to the extent such claims are due to the negligence or willful misconduct of ACI Company.
d. IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER, UNDER ANY THEORY, FOR LOST PROFITS, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Confidential Information
a. "Confidential Information" may include either party’s marketing philosophies and objectives, financial and pricing information, member lists, Participant data, Card numbers, Card balances, Card transactions, business processes, competitive advantages and disadvantages, and any other information a reasonable person would determine to be sensitive, proprietary or confidential. Such Confidential Information may be disclosed verbally and/or verbally identified as proprietary or confidential at the time of disclosure, and there may be a written record that such Confidential Information was disclosed and identified verbally as proprietary or confidential. Such Confidential Information may be in written, graphic or electronic form when disclosed and the media that contains such Confidential Information may be clearly marked "confidential" or "proprietary". Notwithstanding the foregoing, Confidential Information shall not include information that is publicly known, already known by, or in the possession of the non-disclosing party, or is independently developed by the non-disclosing party without use or reference to the other party’s Confidential Information, or is rightly obtained by the non-disclosing party from a source other than the disclosing party.
a. "Confidential Information" may include either party’s marketing philosophies and objectives, financial and pricing information, member lists, Participant data, Card numbers, Card balances, Card transactions, business processes, competitive advantages and disadvantages, and any other information a reasonable person would determine to be sensitive, proprietary or confidential. Such Confidential Information may be disclosed verbally and/or verbally identified as proprietary or confidential at the time of disclosure, and there may be a written record that such Confidential Information was disclosed and identified verbally as proprietary or confidential. Such Confidential Information may be in written, graphic or electronic form when disclosed and the media that contains such Confidential Information may be clearly marked "confidential" or "proprietary". Notwithstanding the foregoing, Confidential Information shall not include information that is publicly known, already known by, or in the possession of the non-disclosing party, or is independently developed by the non-disclosing party without use or reference to the other party’s Confidential Information, or is rightly obtained by the non-disclosing party from a source other than the disclosing party.
b. Each party agrees that during the term of this Agreement and thereafter (i) it will use Confidential Information belonging to the other party solely for purposes outlined in this Agreement, (subject to the terms and conditions thereof), (ii) it will not disclose Confidential Information belonging to the other party to any third party other than the receiving party's employees, affiliates, agents, permitted vendors, subcontractors and/or professional advisors on a need-to-know basis who are advised of the confidential nature of the Confidential Information and under a similar confidentiality agreement, and (iii) each party will treat the Confidential Information of the other party with the same care that the receiving party normally affords its own proprietary and confidential information. If any such employee, affiliate, agent, subcontractor or professional advisor discloses or uses the Confidential Information in a manner not permitted under this Agreement, the party disclosing the Confidential Information to such employee, affiliate, agent, subcontractor or professional advisor will be liable therefore. If either party is required by law to disclose Confidential Information, it may be disclosed, provided that, unless prohibited, sufficient prior notice is given to the disclosing party to afford it an opportunity to take whatever steps it deems necessary to protect the confidential nature of the Confidential Information. In the event a party is required to disclose the other party’s Confidential Information in connection with any judicial proceeding or government investigation, a notification of such requirement shall promptly occur allowing a reasonable time for the appropriate party to seek a protective order from the appropriate court or government agency. Thereafter, Confidential Information may be disclosed to the extent required by law, subject to any applicable protective order.
c. Upon request of the other party, each party will promptly return to the other any or all Confidential Information of the other in its possession or under its control provided, however, that each party may retain one copy of all such Confidential Information solely for its own internal records, such Confidential Information to remain subject to the restrictions on use and disclosure contained in this Agreement
5. Representations and Warranties
a. Both parties represent and warrant that their use and disclosure of personal information regarding Participants will comply with all applicable state and federal laws and regulations relating to the protection of such information. Consistent with the foregoing, you represent and warrant that any such personal information, which you furnish to ACI, is not the subject of any applicable "opt out" election by a Participant. ACI shall not sell, use or share the personal information provided by you for any purpose other than as required to fulfill the terms of the Agreement. ACI shall share information required to fulfill services as defined herein with certain of their vendors under similar restrictive use terms between ACI and such vendor.
b. Each party represents and warrants on their own behalf that they are and shall remain in compliance with applicable law throughout the terms of the Agreement and survival thereafter, as applicable.
c. You warrant and represent that the Card Program requested by you hereunder does not constitute payment of "commissions" e.g., the Card Program does not provide a primary source(50% or more) of compensation to the Participant and is therefore not subject to regulation under Regulation E of the Electronic Funds Transfer Act and its Official Staff Commentary as issued August 24, 2006.
d. You warrant that you shall not copy, reverse engineer, decompile or disassemble the online tool made available to you, and you shall limit your use of such online tool provide by ACI to the sole purpose of managing your ACI account and placing orders.
e. You warrant that you will not, directly or indirectly, send or instruct Cards to be sent outside the U.S., its territories or the District of Columbia, and that you will only
provide ACI with U.S. shipping addresses for Cards.
f. Both parties represent and warrant that their participation in the Program shall at all times conform to the highest standards of business ethics and practices and at no time will they knowingly permit any act by their employees or representatives that will damage the name, reputation or goodwill of the other party, or their affiliated companies.
g. Both parties represent and warrant that they are authorized to enter into this Agreement and that this Agreement does not violate or breach any other agreement to which they may be a party.
h. Upon your election of bulk shipment, you warrant and represent that you will distribute the Participant Agreement, as provided by ACI, to each Participant with each Card and warrant that you shall protect the Cards as you would a like amount of cash.
i. For Cards that are to be bulk shipped, the following are the options available: Option 1) - 1st Class USPS bulk shipment to one address (more than 1 Card going to 1 ship to address), the funding for the order must total $5,000 or less and the order must be for 10 cards or less, and order must be sent to a verifiable business address; Option 2) - 1st Class USPS bulk shipment to multiple addresses (more than 1 Card going to multiple ship to addresses), the funding for the order must total $5,000 or less, and order must be for 10 cards or less, and order must be sent to a verifiable business address; Option 3) - 1st
Class USPS one anonymous Card to a unique individual home or business address - funding up to and including $9,999.
j. You warrant that the person accepting this Agreement and placing the order is authorized to do so on your behalf.
c. You warrant and represent that the Card Program requested by you hereunder does not constitute payment of "commissions" e.g., the Card Program does not provide a primary source(50% or more) of compensation to the Participant and is therefore not subject to regulation under Regulation E of the Electronic Funds Transfer Act and its Official Staff Commentary as issued August 24, 2006.
d. You warrant that you shall not copy, reverse engineer, decompile or disassemble the online tool made available to you, and you shall limit your use of such online tool provide by ACI to the sole purpose of managing your ACI account and placing orders.
e. You warrant that you will not, directly or indirectly, send or instruct Cards to be sent outside the U.S., its territories or the District of Columbia, and that you will only
provide ACI with U.S. shipping addresses for Cards.
f. Both parties represent and warrant that their participation in the Program shall at all times conform to the highest standards of business ethics and practices and at no time will they knowingly permit any act by their employees or representatives that will damage the name, reputation or goodwill of the other party, or their affiliated companies.
g. Both parties represent and warrant that they are authorized to enter into this Agreement and that this Agreement does not violate or breach any other agreement to which they may be a party.
h. Upon your election of bulk shipment, you warrant and represent that you will distribute the Participant Agreement, as provided by ACI, to each Participant with each Card and warrant that you shall protect the Cards as you would a like amount of cash.
i. For Cards that are to be bulk shipped, the following are the options available: Option 1) - 1st Class USPS bulk shipment to one address (more than 1 Card going to 1 ship to address), the funding for the order must total $5,000 or less and the order must be for 10 cards or less, and order must be sent to a verifiable business address; Option 2) - 1st Class USPS bulk shipment to multiple addresses (more than 1 Card going to multiple ship to addresses), the funding for the order must total $5,000 or less, and order must be for 10 cards or less, and order must be sent to a verifiable business address; Option 3) - 1st
Class USPS one anonymous Card to a unique individual home or business address - funding up to and including $9,999.
j. You warrant that the person accepting this Agreement and placing the order is authorized to do so on your behalf.
k. You, in the case of an Association, represent and warrant that Cards purchased on behalf of or for an association member will not be used or redeemed for Association’s own use and shall be destroyed in accordance with the Card destruction process.
6. Participant Identification and Recordkeeping
a. You warrant that you have an adequate association identification program including the following elements thereof: notification, collection, verification and recordkeeping of association members data.
b. With regard to Cards issued in connection with non-employee programs, you, or your member shall collect, verify, and maintain reasonable identification information in light of the program Cards are being issued in connection with. Such information/records shall include any data that is pertinent to the execution of your loyalty, award or promotional program.
c. You warrant that you shall provide such records and other information to ACI upon reasonable request from time to time and as subject to applicable law.
i. You shall be liable to ACI for direct costs and expenses caused by your failure to respond promptly and accurately to an ACI request for required information about a distributed Card during the period you must retain such information as detailed in the previous Section(s).
ii. All Participant information will be subject to verification. ACI reserves the right to decline/refuse any order.
a. You warrant that you have an adequate association identification program including the following elements thereof: notification, collection, verification and recordkeeping of association members data.
b. With regard to Cards issued in connection with non-employee programs, you, or your member shall collect, verify, and maintain reasonable identification information in light of the program Cards are being issued in connection with. Such information/records shall include any data that is pertinent to the execution of your loyalty, award or promotional program.
c. You warrant that you shall provide such records and other information to ACI upon reasonable request from time to time and as subject to applicable law.
i. You shall be liable to ACI for direct costs and expenses caused by your failure to respond promptly and accurately to an ACI request for required information about a distributed Card during the period you must retain such information as detailed in the previous Section(s).
ii. All Participant information will be subject to verification. ACI reserves the right to decline/refuse any order.
7. Dispute Resolution
a. All disputes arising from or related to this Agreement or the grounds for the termination thereof (hereinafter "Dispute(s)") shall be resolved as follows: Within thirty (30) days of either party delivering a notice describing the nature and extent of a "Dispute" hereunder, the senior management of both parties shall meet or confer by telephone to attempt to resolve such Dispute. If the Dispute cannot be satisfactorily and mutually resolved by the senior management within ten (10) days of such meeting or conference, either party may make a written demand for formal Dispute resolution and specify therein the scope of the Dispute, together with a statement of all agreed facts and all contested facts underlying the Dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator chosen by mutual agreement and consider dispute resolution alternatives other than litigation, including a mutually agreeable alternative dispute resolution board. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin litigation proceedings. The costs of the one (1) day mediation will be shared by the parties. The mediation will be held in a neutral location that does not favor either party by distance or cost. Disputes shall be mediated, arbitrated and/or litigated on an individual basis. There shall be no right or authority for any disputes to be mediated, arbitrated or litigated on a class action basis or in a purported representative capacity on behalf of the general public, or other persons similarly situated. Any authority to resolve disputes and to make awards or enter judgments is limited to disputes between you and us alone, and is subject to any limitations or liability set forth above. Furthermore, disputes brought by either party against the other may not be joined or consolidated in mediation, arbitration or litigation with disputes brought by or against any third party, unless agreed to in writing by all parties. No award or decision shall be given preclusive effect as to issues or claims in any disputes with anyone who is not a party to the mediation, arbitration or litigation. Should any portion of this Section regarding authority to resolve disputes between only you and us be stricken from this Agreement or deemed otherwise unenforceable, this entire Section shall be stricken from this Agreement. The provisions of this Section may be enforced in a court of competent jurisdiction and each party shall be responsible for payment of their own costs.
a. All disputes arising from or related to this Agreement or the grounds for the termination thereof (hereinafter "Dispute(s)") shall be resolved as follows: Within thirty (30) days of either party delivering a notice describing the nature and extent of a "Dispute" hereunder, the senior management of both parties shall meet or confer by telephone to attempt to resolve such Dispute. If the Dispute cannot be satisfactorily and mutually resolved by the senior management within ten (10) days of such meeting or conference, either party may make a written demand for formal Dispute resolution and specify therein the scope of the Dispute, together with a statement of all agreed facts and all contested facts underlying the Dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator chosen by mutual agreement and consider dispute resolution alternatives other than litigation, including a mutually agreeable alternative dispute resolution board. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin litigation proceedings. The costs of the one (1) day mediation will be shared by the parties. The mediation will be held in a neutral location that does not favor either party by distance or cost. Disputes shall be mediated, arbitrated and/or litigated on an individual basis. There shall be no right or authority for any disputes to be mediated, arbitrated or litigated on a class action basis or in a purported representative capacity on behalf of the general public, or other persons similarly situated. Any authority to resolve disputes and to make awards or enter judgments is limited to disputes between you and us alone, and is subject to any limitations or liability set forth above. Furthermore, disputes brought by either party against the other may not be joined or consolidated in mediation, arbitration or litigation with disputes brought by or against any third party, unless agreed to in writing by all parties. No award or decision shall be given preclusive effect as to issues or claims in any disputes with anyone who is not a party to the mediation, arbitration or litigation. Should any portion of this Section regarding authority to resolve disputes between only you and us be stricken from this Agreement or deemed otherwise unenforceable, this entire Section shall be stricken from this Agreement. The provisions of this Section may be enforced in a court of competent jurisdiction and each party shall be responsible for payment of their own costs.
