Tradeblock Terms of Service
Last Updated: March 17, 2021
Welcome, and thank you for your interest in Astrolab, Inc. d/b/a Tradeblock (“Tradeblock,” “we,” or “us”) and our website at tradeblock.us and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Tradeblock regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 21, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND TRADEBLOCK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (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. (See Section 21.)
1. Tradeblock Service Overview. The Service allows users to easily trade their sneakers online with other sneaker collectors. Tradeblock facilitates these trades on its easy to use web platform and also offers authentication services to help ensure that any sneakers exchanged on the platform are authentic. Payments, shipping, and completing trades are all managed through the Service. The Service also allows users to trade securely and anonymously without having to reveal their home address or other personal details to the other trading party. Users can post sneakers in their virtual “closet”, browse sneakers posted by other users, and submit proposed trades.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
3. Accounts and Registration. To access the Service and trade items, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, and phone number. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
4. Trade Process.
4.1 General. All contracts for the exchange of goods are directly between the two parties exchanging items on the Service and Tradeblock only acts as the facilitator of the transaction. Although Tradeblock may suggest certain trades, we do not set prices nor are we an auctioneer. Final valuation decisions are between the two parties trading items.
By exchanging items on the service, you agree to comply with all Community Guidelines (available at https://www.tradeblock.us/community-guidelines), Dispute Policies (available at https://www.tradeblock.us/dispute-policy), FAQs (available at https://www.tradeblock.us/faqs), and any other transactional rules posted by Tradeblock on its website (https://www.tradeblock.us/) from time to time, including these Terms. As described further below, you will be charged a broker fee for each trade you make on the site at Tradeblock’s then current prices.
4.2 Trading Terms. By placing an item in your virtual closet or otherwise posting it on the Service, you are soliciting trade offers for your item. Please review your listings frequently to ensure that they are accurate and up-to-date.
a. Offers are Binding. If you or any user sends any other user an offer for any item, including offering items for trade, cash, or any combination of thereof (an “Offer”), such Offer is binding upon the user making the Offer (the “Offeror”) unless and until (1) it is revoked by the Offeror prior to being “Accepted” (defined below) by the user to whom the Offer is made (the “Offeree”), (2) it is “Rejected” (defined below) by the Offeree, or (3) the Offeree submits a “Counteroffer” (defined below). Offers are binding when made, therefore Offerors are required to review payment and shipping information and to acknowledge their willingness to complete the trade if Accepted.
b. Acceptance. If the Offeree accepts any Offer, the Offer shall be deemed “Accepted” and a contract will be formed between the Offeror and the Offeree—the Offer will be binding upon both parties and both parties are obligated to consummate the transaction. The Offeror will be automatically charged and both parties are obligated to complete the transaction. Upon an Offer being Accepted, either or both parties must promptly ship their respective items to Tradeblock for authentication in accordance with these Terms. The transaction will only be complete upon authentication of all items covered by the transaction pursuant to Section 5 below.
c. Rejection. The Offeree may reject any Offer for any reason. Once rejected, the original Offer is no longer binding on either party.
d. Counteroffer. If, instead of Accepting or Rejecting an Offer, the Offeree proposes any different terms (including, but not limited to, alternate trades) (such response, a “Counteroffer”), such Counteroffer will constitute a rejection and a new Offer. The party submitting the Counteroffer will therefore be an Offeror submitting an Offer subject to the terms of this Section 4.2.
5. Authentication. When you have agreed to a trade with another user, you will send your item(s) in to Tradeblock for authentication following the shipping instructions we provide and using any pre-paid label that we provide. Tradeblock will use its commercially reasonable efforts to confirm whether the items sent by both parties in a trade are authentic. After we receive an item, it generally takes us 2-3 business days to authenticate the item, however, there may be additional delays and we do not guarantee any particular timeline. If we cannot reasonably determine that any item is authentic, or we determine that an item is counterfeit, we will ship all items back to the parties and cancel the transaction. If you provided the counterfeit or suspected counterfeit item, we may charge and retain the brokers fee as compensation to Tradeblock for our time authenticating and shipping back the items. We reserve the right to reject any item sent to us for any reason, including, but not limited to, (a) the item is counterfeit; (b) the item is not the item described in the listing; or (c) the item is damaged or in worse condition than described. In addition to retaining the brokers fee, we may charge an administrative fee to one or both parties in the case that we reject and send back any items to cover our costs for doing so. You agree that Tradeblock will have no liability whatsoever from its decision to reject any items and that such decision is solely within Tradeblock’s discretion. While we will use our commercially reasonable efforts to authenticate items, you acknowledge and agree that no authentication is 100% accurate and we will have no liability for counterfeit items which were authenticated or authentic items which were rejected. For disputes related to this Section, please refer to our Dispute Policies available at https://www.tradeblock.us/dispute-policy which is subject to change at Tradeblock’s sole discretion and without notice to you.
6. Counterfeit Items and Tradeblock Remedies. Tradeblock takes counterfeiting very seriously and does not permit the trade or sale of counterfeit items on the Service under any circumstance. If we receive any counterfeit items from you, or if we suspect counterfeit listings, we reserve the right to take any of the following actions in our sole discretion: (i) cancel any transaction relating to that item; (ii) remove any or all of your other listings from the Service; (iii) cancel all pending trades to which you are a party; (iv) charge you an administrative fee at our current rates to send back your item; (v) report the counterfeit items to law enforcement; or (vi) temporarily or permanently suspend your account. Although we understand that counterfeits may be innocently sent through the service from time to time, after three (3) or more incidents in which we were sent counterfeit items through your account we will automatically and permanently ban you from using from our Service. You agree that Tradeblock will have no liability to you resulting from us undertaking any of the foregoing remedies in response to any suspected counterfeit activity. For disputes related to this Section 6, please refer to our Dispute Policies available at https://www.tradeblock.us/dispute-policy which is subject to change at Tradeblock’s sole discretion and without notice to you.
7. Trades are Final. ALL TRADES ARE FINAL ONCE ITEMS ARE AUTHENTICATED AND SHIPPED OUT BY TRADEBLOCK AND MAY NOT BE REVERSED OR CANCELLED UNDER ANY CIRCUMSTANCES. If you suspect you were provided counterfeit items or otherwise did not receive the items agreed to by you in the trade, please refer to our Dispute Policies available at https://www.tradeblock.us/dispute-policy which is subject to change at Tradeblock’s sole discretion and without notice to you.
8. General Payment Terms. Certain features of the Service may require you to pay fees. Fees may include broker fees paid in connection with completing a trade, administrative or shipping fees, or other fees as determined by Tradeblock from time to time. Fees may also include any cash amounts offered in connection with a trade, in which case these amounts will be charged and paid to the other party after authentication of all items in the trade is complete. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
8.1 Authorization. You authorize Tradeblock or its third party payment provider to charge all sums for the trades that you make and any Services you select as described in these Terms or published by Tradeblock, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Tradeblock or its third party payment provider may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
8.2 Delinquent Accounts. Tradeblock may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid.
9.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Tradeblock grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
9.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
9.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Tradeblock an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
10. Ownership; Proprietary Rights. The Service is owned and operated by Tradeblock. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Tradeblock are protected by intellectual property and other laws. All Materials included in the Service are the property of Tradeblock or its third party licensors. Except as expressly authorized by Tradeblock, you may not make use of the Materials. Tradeblock reserves all rights to the Materials not granted expressly in these Terms.
11. Third Party Terms
11.1 Third Party Services and Linked Websites. Tradeblock may provide tools through the Service that enable you to export information, including User Content, to third party services. By using one of these tools, you agree that Tradeblock may transfer that information to the applicable third party service. Third party services are not under Tradeblock’s control, and, to the fullest extent permitted by law, Tradeblock is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Tradeblock’s control, and Tradeblock is not responsible for their content.
11.2Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
12. User Content
12.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including photos and descriptions of sneakers, messages, videos, and other works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
12.2 Limited License Grant to Tradeblock. By providing User Content to or via the Service, you grant Tradeblock a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
12.3 Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
12.4 User Content Representations and Warranties. Tradeblock disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Tradeblock and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 12, in the manner contemplated by Tradeblock, the Service, and these Terms;
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Tradeblock to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
12.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Tradeblock may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Tradeblock with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Tradeblock does not permit copyright-infringing activities on the Service.
13.1 Text Messaging. Tradeblock and those acting on our behalf may send you text (“SMS”) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. You may opt out of receiving marketing and/or operational text messages at any time by sending an email to indicate that you no longer wish to receive such texts along with the phone number of the mobile device receiving the texts. You may continue to receive text messages for a short period while Tradeblock processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality that the Service provides to you. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
13.2 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
13.3 Email. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
14. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
c. use our Service to solicit trades or sales outside of the Service;
d. use or Service to contact any users of the Service other than through functions of the Service that allow you to solicit and receive Offers for trades;
e. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
f. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
g. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
h. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Materials; or
i. attempt to do any of the acts described in this Section 14 or assist or permit any person in engaging in any of the acts described in this Section 14.
15. Digital Millennium Copyright Act
15.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Astrolab, Inc. d/b/a Tradeblock
ATTN: Legal Department (Copyright Notification)
4811 Kilkenny Dr.
Houston, TX 77048
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Service;
d. your address, telephone number, and email address;
e. statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
15.2Repeat Infringers. Tradeblock will promptly terminate the accounts of users that are determined by Tradeblock to be repeat infringers.
16. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 16, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
17. Term, Termination and Modification of the Service.
17.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 17.2.
17.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Tradeblock may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at.
17.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Tradeblock any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 9.3, 10, 11, 12, 17.3, 18, 19, 20, 21 and 22 will survive.
17.4 Modification of the Service. Tradeblock reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Tradeblock will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
18. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Tradeblock and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Tradeblock Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party (including any disputes related to a trade). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
19. Disclaimers; No Warranties
We do not guarantee that all shipping carriers are safe and secure and will successfully deliver your package. If your package is lost in transit, we may give you the opportunity to file an insurance claim with us to be reimbursed for the lost goods, however this is at our absolute discretion and we reserve the right to reject a claim for any reason. If you change your delivery address after a package is already in transit to you, we will not extend this courtesy under any circumstances.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TRADEBLOCK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TRADEBLOCK DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND TRADEBLOCK DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR TRADEBLOCK ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE TRADEBLOCK ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Tradeblock does not disclaim any warranty or other right that Tradeblock is prohibited from disclaiming under applicable law.
20. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TRADEBLOCK ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY TRADEBLOCK ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 21.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE TRADEBLOCK ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO TRADEBLOCK IN BROKER FEES IN THE 6 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
21. Dispute Resolution and Arbitration.
21.1Generally. In the interest of resolving disputes between you and Tradeblock in the most expedient and cost effective manner, and except as described in Section 21.2 and 21.3, you and Tradeblock agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND TRADEBLOCK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
21.2 Exceptions. Despite the provisions of Section 21.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
21.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 21 within 30 days after the date that you agree to these Terms by sending a letter to Astrolab, Inc. d/b/a Tradeblock, Attention: Legal Department – Arbitration Opt-Out, 4811 Kilkenny Dr., Houston, TX 77048 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Tradeblock receives your Opt-Out Notice, this Section 21 will be void and any action arising out of these Terms will be resolved as set forth in Section 22.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
21.4 Arbitrator. Any arbitration between you and Tradeblock will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Tradeblock. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
21.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Tradeblock’s address for Notice is: AstroLab, Inc. d/b/a Tradeblock, 4811 Kilkenny Dr., Houston, TX 77048. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Tradeblock may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Tradeblock must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Tradeblock in settlement of the dispute prior to the award, Tradeblock will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
21.6 Fees. If you commence arbitration in accordance with these Terms, Tradeblock will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Travis County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Tradeblock for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
21.7 No Class Actions. YOU AND TRADEBLOCK 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 Tradeblock agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
21.8 Modifications to this Arbitration Provision. If Tradeblock makes any future change to this arbitration provision, other than a change to Tradeblock’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Tradeblock’s address for Notice of Arbitration, in which case your account with Tradeblock will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
21.9 Enforceability. If Section 21.7 or the entirety of this Section 21 is found to be unenforceable, or if Tradeblock receives an Opt-Out Notice from you, then the entirety of this Section 21 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 22.2 will govern any action arising out of or related to these Terms.
22.2 Governing Law. These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. You and Tradeblock submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Travis County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Texas, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
22.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
22.6 Contact Information. The Service is offered by Astrolab, Inc. d/b/a Tradeblock, located at 4811 Kilkenny Dr., Houston, TX 77048. You may contact us by sending correspondence to that address or by emailing us at.
22.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
22.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
22.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
[END OF TERMS]