Terms of Service
Last Updated: August 10, 2023
IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. These Terms of Use (“Terms”) apply to each website that post a link to these Terms, including this one (each, a “Site” and collectively, the “Sites”). Poseidon Brands LLC and our subsidiaries and affiliates are referred to collectively in these Terms of Use as "United by Blue", “UBB”, “we”, or “our”. “You”, “your”, and “user” refer to any person or entity accessing the Sites or using any e-commerce platforms thereon, or any mobile apps, applications and other interactive features or services related to the Sites.
These Terms and our Privacy Policy (“Privacy Policy”) govern your use of our Site and provide terms applicable to your purchase of products offered for sale by UBB (each, a “Product”) on the Site. To make these Terms easier to read, the Site and our related mobile apps and other applications (“Apps”) and other interactive features or services, including our e-commerce platform services therein are collectively called the “Services.” These Terms govern your use of the Services, regardless of how you access them, whether by computer, mobile device, or otherwise; and whether directly through our Services, or through any third-party website that links to them, and regardless of whether you are a registered user or a guest.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND NAADAM THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
- Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.
- Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.
- Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. The only exception is for changes to the “Dispute Resolution” section, for which you have followed the process in Section 18(g). Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Supplementary Terms. Certain services, promotions, software or content that we offer may be subject to additional terms and conditions or other agreements (“Supplementary Terms”) specified by us from time to time. In the event of a conflict between the Supplementary Terms and any provision in these Terms, the Supplementary Terms will prevail.
- Who May Use the Services?
- Accounts. You may only use the Services if you are 18 years or older and capable of forming a binding contract with UBB, and not otherwise barred from using the Services under applicable law. For certain features of the Services you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account, including, without limitation, all purchase transactions. It’s your sole responsibility to protect your password from unauthorized use. You must notify us immediately of any breach of security or unauthorized use of your account. You agree that you will not solicit, collect, or use the login credentials of other users. Additionally, you may never use another’s account without permission.
- Social Network Services Accounts. You may be able to create your account using your Facebook account or other social network service accounts (each, an “SNS Account“). If you choose this option, we’ll create your account by pulling from such SNS Account certain personal information such as your name and email address and other personal information that your privacy settings in your SNS Account permit us to access. Your use of these third-party services is governed by the terms of use and privacy policies of these third parties. You agree that you won’t disclose your SNS Account login information to UBB and/or grant UBB access to your SNS Account unless you are permitted to do so by the applicable SNS. UBB won’t have any obligation to pay any fees or be subject to any usage limitations imposed by SNS’s.
By linking your SNS Account to your UBB account, you understand that UBB will access, make available, and store (if applicable) some of the content that you have provided to and stored in your SNS Account so that it is available on and through the Services via your account. Unless otherwise specified in these Terms, all such content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the SNS Accounts you choose and subject to applicable SNS privacy settings, personal information that you post to your SNS Accounts and information about your SNS network will be available on and through your account. Please note that if an SNS Account or associated service becomes unavailable or UBB's access to such SNS Account is terminated by the third-party service provider, then the content from your SNS Account will no longer be available on and through the Services. You may disable the connection between your account and your SNS Accounts by account service providers.
- Product Purchasing
- Ordering and Payment. When you place an order for any Products via the Services, you agree (i) that UBB may, directly or through a third party payment processor, charge the credit card, debit card or other payment method you have chosen for your purchase for the total amount of your order (including any applicable taxes, shipping and handling fees) for verification, pre-authorization and payment purposes; and (ii) to bear any additional charges that your bank or other financial service provider may levy on you.
When your order is accepted by UBB, we will send you an email which will include the details of your order and an order number that you should refer to if you have any questions regarding your order.
We reserve the right to not process or reject your order in certain circumstances, for example, if your payment method is declined, if we suspect the request or order is fraudulent, or in other circumstances UBB deems appropriate in its sole discretion. We may also limit the order quantity, extend the delivery timeline for any reason after the order has been placed and accepted, and/or refuse to ship a Product to you for any reason.
We have made every effort to display as accurately as possible the colors and images of the Products. We cannot guarantee that your computer monitor's display of any color will be accurate.
All Products descriptions are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any Product at any time. Any offer for any Product made via our Services is void where prohibited.
The Services are intended solely for the sale of our Products direct to end consumers, and therefore the purchase of our Products for resale is strictly prohibited. Purchase for resale means the purchase of a Product by someone that resells, or intends to resell, such Product to others (e.g., consumers, businesses or any third party). If we believe you are involved in purchase for resale, we reserve the right to take any action against you, including, without limitation, to restrict the sales of our Products to you, cancel your orders, and/or suspend or terminate your account.
- Prices and Taxes. All prices for our Products displayed via the Services are in U.S. dollars and are subject to change at any time without notice. The prices displayed do not include shipping and handling charges or applicable taxes, which charges and taxes will be communicated to you at check out before you place an order and you are responsible for paying such charges and taxes to UBB.
- Shipping and Returns. All Products purchases via our Services are also governed by our shipping, return, and exchange policies located at the footer of our website (“Shipping and Returns Policies”) which are incorporated into these Terms by reference. Please review all Shipping and Returns Policies before purchasing a Product from or entering into any such purchase transaction with UBB. Any Products purchased through an unauthorized vendor cannot be returned or exchanged.
- Your Content.
- Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. UBB does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Permissions to Your User Content. By making any User Content available through the Services, you grant UBB and its affiliates, sub-licensees and assigns, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licensable (through one or more tiers), non-exclusive, fully paid-up, and royalty-free right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content, including for promoting and redistributing part or all of the Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered, including all media now known or hereafter devised. Should such User Content contain the name, identity, likeness, and voice (or other biographical information) of third parties, you represent and warrant that you have obtained any appropriate consents and licenses for your use of such features and that UBB and its sub-licensees are allowed to use them to the extent indicated in these Terms.
- Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by UBB on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- UBB's Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
- Feedback. We value your feedback on the Services and our products, but please don’t send us suggestions for improvements, creative ideas, designs, pitch portfolios or other materials (collectively “Unsolicited Ideas”). This policy is aimed at avoiding potential disputes or misunderstandings when our Services or products might seem similar to Unsolicited Ideas that people submit. We may currently be developing, have developed or in the future will develop ideas or materials internally or receive ideas or materials from other parties that may be similar to Unsolicited Ideas. If you ignore this policy and send us your Unsolicited Ideas anyway, you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import and otherwise exploit your Unsolicited Ideas for any purpose, without compensation to you.
- General Prohibitions and UBB's Enforcement Rights. You agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror, extract, scrape, copy, index or frame the Services (including any content made available by us therein) or any individual element within the Services, UBB's name, any UBB trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without UBB's express written consent;
- Access, tamper with, or use non-public areas of the Services, UBB's computer systems, or the technical delivery systems of UBB's providers;
- Attempt to probe, scan or test the vulnerability of any UBB system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by UBB or any of UBB's providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by UBB or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a UBB trademark, logo URL or product name without UBB's express written consent;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
UBB is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. You are solely responsible for your interactions with other users of the Site and UBB bears no responsibility for your interactions with other users of the Site. Further, UBB is not party to any disputes between you and other users.
- DMCA/Copyright Policy. UBB respects copyright law and expects its users to do the same. It is UBB's policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, UBB will respond expeditiously to claims of copyright infringement committed using the Site that are reported to UBB's Designated Copyright Agent, identified in the sample notice below. If you are a copyright owner, or are 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 the Site by completing the following DMCA Notice of Alleged Infringement (“Notice”) and delivering it to UBB's Designated Copyright Agent. Upon receipt of the Notice as described below, UBB will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site. You may submit your Notice to us by providing the following written information:
Deliver this Notice, with all items completed, to UBB's Designated Copyright Agent:
By Mail:
Nomo Designated DMCA Agent
c/o Poseidon Brands LLC
10 West 33rd Street
Suite 300
New York, NY 10001
By Email: blue@unitedbyblue.com (with DMCA Notice in the subject line.)
Please Note: The preceding information is provided exclusively for notifying UBB about claims of copyright infringement committed using the Site. All other inquiries, such as product or service related questions and requests will not receive a response though this process.
- Links to Third Party Sites or Resources. The Services may allow you to access third-party sites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
- Terms Specific to UBB Apps.
- If you comply with these Terms, UBB grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App(s) on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App(s) solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify, or create derivative works based on the App(s); (ii) distribute, transfer, sublicense, lease, lend or rent the App(s) to any third party; (iii) reverse engineer, decompile or disassemble the App(s) (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App(s) available to multiple users through any means.
- This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
- As part of the Services, you may (if enabled) receive push notifications, text messages, alerts, emails or other types of messages directly sent to you outside or inside the Apps (“Push Messages“). If you decide to enable such Push Messages, you agree to receipt of communications from UBB via the Push Messages. Please be aware that third party messaging or data fees may occur relating to these Push Messages depending on the plan you have with your wireless carrier.
- Ratings and Reviews. You may provide reviews for our Site and certain products or services offered therein. The reviews are prompted from and managed by an external service named YotPo. If you decide to use the YotPo review tool, you agree to the Yotpo terms and conditions located at https://www.yotpo.com/terms-of-service/ including without limitation, Sections 2, 3.2, 4, 7, and 9. You further represent to us and YotPo that your use of the review tool, and any submissions you make are honest, personally made by you, are for non-commercial purposes only, and do not infringe or violate any applicable third party rights, rules, laws, or regulations. We have no control over such reviews. Please note that although we do monitor reviews of our Site and/or our products or services, we do not endorse any such review, nor can we verify the accuracy or authenticity of any reviews.
- Endorsements and Testimonials. You agree that your User Content will comply with: (i) the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (found at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf); (ii) the FTC’s Disclosures Guide (found at: https://www.ftc.gov/system/files/documents/plain-language/bus41-dot-com-disclosures-information-about-online-advertising.pdf); and (iii) the FTC’s Native Advertising Guidelines (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses); and any other guidelines issued by the FTC from time to time (the “FTC Guidelines“), as well as any other advertising guidelines required under applicable law.
For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Services, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Services, you agree to comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not UBB, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Services.
- No Endorsement. We do not endorse any users of our Services, nor do we endorse any Products or other UBB Materials available through or on our Services. In addition, although these Terms require our users to provide accurate information, we do not confirm or attempt to confirm any user's purported identity or any other information or materials that any such user may make available through our Services as content. You are solely responsible for determining the identity and suitability of others who you contact via the Services, and assessing the quality of any Product or the veracity of any content. We will not be responsible for any damage or harm (including any personal injury or property damage) resulting from your interactions with other users. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular person, entity, or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from UBB with respect to such actions or omissions.
- Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at blue@unitedbyblue.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6 (only for payments due and owing to UBB prior to the termination), 7(b), 7(c), 7(e), 8, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23.
- Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
- Indemnity. You will indemnify and hold UBB and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
- Limitation of Liability.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NAADAM NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NAADAM OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL UBB'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO NAADAM FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NAADAM, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UBB AND YOU.
- Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and UBB are not required to arbitrate will be the state and federal courts located in the County of New York, and you and UBB each waive any objection to jurisdiction and venue in such courts.
- Dispute Resolution.
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and UBB agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and UBB 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.
- Exceptions. As limited exceptions to Section 18(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief. Except as provided in Section 18(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and 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. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver. YOU AND UBB 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, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if UBB changes any of the terms of this Section 18 “Dispute Resolution” after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to blue@unitedbyblue.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of UBB 's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and UBB in accordance with the terms of this Section 18 “Dispute Resolution” as of the date you most recently accepted these Terms.
- Severability. With the exception of any of the provisions in Section 18(f) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
- General Terms.
- Reservation of Rights. UBB and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between UBB and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between UBB and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without UBB's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. UBB may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by UBB under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Waiver of Rights. UBB's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of UBB. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- Allied Benefit Systems, Transparency in Coverage: This link leads to the machine-readable files that are made available in response to the federal Transparency in Coverage Rule and includes negotiated service rates and out-of-network allowed amounts between health plans and healthcare providers. The machine-readable files are formatted to allow researchers, regulators, and application developers to access and analyze data more easily.
- Contact Information. If you have any questions about these Terms or the Services, please contact UBB at:
Poseidon Brands, LLC
10 West 33rd Street, Suite 300
New York, NY 10001
blue@unitedbyblue.com
