SOFTWARE LICENSE AND ONLINE SERVICES AGREEMENT
Version 2.1 | August 19, 2016
By using any eSpeakers service, you are bound by the terms of this agreement. Users who are speakers check a box during signup indicating agreement with these terms.
This Software License and Online Services Agreement (“Agreement”) constitutes a legal agreement between you, whether an individual or an incorporated entity (“you”) and eSpeakers.com, Inc. (the “Company”).
The Company provides lead generation and booking services to independent providers of speaking services via the eSpeakers Services (as defined below). The eSpeakers Services enable an authorized Speaker to seek, receive and fulfill requests for speaking services from an authorized user of the Company’s applications. You wish to enter into this Agreement for the purpose of accessing and using the eSpeakers Services.
You acknowledge and agree that Company is a technology services provider that does not provide speaking services.
By accessing or using any of the eSpeakers Services, you agree to the terms and conditions that are set forth below. If you are acting on behalf of a company or other entity, you represent and warrant that you have the authority to bind such entity and that there are no conditions or circumstances that prevent the formation of this Agreement and the enforceability of this Agreement upon you and your company or other entity. In such event, the use of the word “you” shall apply to such company or other entity.
- “Company Data” means all data related to the access and use of the eSpeakers Services hereunder, including all data related to Users (including User Information) and all data related to the use of the eSpeakers Platform.
- “Speaker(s)” means individuals who are qualified and accepted by Company to provide speaking services to Users.
- “eSpeakers Platform” means (1) the website and/or mobile application (if any) provided by Company that enables Speakers to access the eSpeakers Services for the purposes of seeking, receiving and fulfilling requests for speaking services by Speakers, as may be updated or modified from time to time; and (2) all other related websites, apps, software, or other functionality made available to Speakers online.
- “eSpeakers Services” means Company’s lead generation and related services that enable Users to seek, book and confirm requests for speaking services with Speakers who previously have registered with the Company, which services include the eSpeakers Platform, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.
- “Speaker ID” means the identification and password key that enables you to use and access the eSpeakers Platform. Any individual may create a personal ID for use as a User. Once a speaker becomes a Speaker through qualification and acceptance by Company, the prior personal ID will be converted to a Speaker ID, which allows the Speaker to fully access the eSpeakers Platform.
- “User” means an end user authorized by Company to use the eSpeakers Platform for the purpose of obtaining speaking services offered by Speakers.
- “User Information” means information about a User made available to you in connection with such User’s request for and use of eSpeakers Services, which may include the User’s name, location, contact information and photo.
- “Your Device” means a computer or mobile device owned or controlled by you through which you access the eSpeakers Platform.
- Use of the eSpeakers Services
- Speaker IDs. When you are approved as a Speaker, your Speaker ID will enable you to access and use the eSpeakers Platform in accordance with this Agreement. You acknowledge and agree that you are required to fulfill a request for speaking services using the eSpeakers Platform at least once every six months (or other period as reasonably designated by Company) to maintain an active Speaker profile, and Company reserves the right to deactivate your Speaker ID if you have not fulfilled a request for speaking services using the eSpeakers Platform at least once every six months. You are responsible for the use and security of your Speaker ID.
- Provision of Speaking Services. You agree to access the eSpeakers Platform as often as necessary to keep your availability calendar up-to-date. It is critical that the calendar reflect your current availability in order to process booking requests. When the eSpeakers Platform is active, User requests for speaking services will appear to you via the eSpeakers Platform on dates in which you have indicated you are available. You may not reject requests for speaking services at times you have indicated you are available, except that you may reject or cancel requests for speaking services for emergencies or serious illness, in which case you must notify Company of the decline or cancellation. You may not get a substitute to provide any speaking services. Once a User makes a booking for you to provide speaking services, the eSpeakers Platform will provide you with certain User Information via the eSpeakers Platform, including the User’s name and requested meeting location and time, as well as any requests for specific speaking services from the User. The User may also make specific requests at the time the speaking services are rendered. You acknowledge and agree that once you have accepted a User’s request for speaking services, the eSpeakers Platform will provide certain information about you to the User. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform all speaking services; provided that you shall comply with the Speaker Code of Conduct listed at https://www.espeakers.com/speakerconduct which may be changed and supplemented from time to time. Except for the eSpeakers Services, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform the requested speaking services; provided, that all transportation and other travel-related expenses will be directly arranged between you and the User.
- Your Relationship with Users. You acknowledge and agree that your provision of speaking services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to your activities. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of speaking services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact information to a User upon such User’s reasonable request.
- Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the eSpeakers Services creates a direct business relationship between Company and you as independent contractors, and not an employment relationship. You agree to abide by the terms of the Speakers Code of Conduct attached hereto, but no joint venture, partnership, or other agency relationship exists between you or Company. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of speaking services or your acts or omissions. You retain the sole right to determine when and for how long you will utilize the eSpeakers Services. You retain the option, via the eSpeakers Platform, to control when you make yourself available for bookings, but you must comply with Company’s then-current cancellation policies set forth in Section 2.2 above. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the eSpeakers Services; and (ii) engage in any other occupation or business. Company retains the right to, at any time at Company’s sole discretion, deactivate or otherwise restrict you from accessing or using the eSpeakers Services in the event of a violation of this Agreement, your disparagement of Company, your act or omission that causes harm to Company’s brand, reputation or business as determined by Company in its sole discretion, or for any other reason at the reasonable discretion of Company.
- You acknowledge and agree that: (a) after receiving speaking services, a User may be prompted by the eSpeakers Platform to provide a rating of you and such speaking services and, optionally, to provide comments or feedback about you and such speaking services; and (b) after providing speaking services, you may be prompted by the eSpeakers Platform to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith and agree that Company has no liability with respect to comments or feedback left by Users.
- You acknowledge that Company’s intention is for all Users to have access to high-quality services via the eSpeakers Platform. In order to continue to receive access to the eSpeakers Platform and the other eSpeakers Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company, as may be updated from time to time by Company in its sole discretion (“Minimum Average Rating”). If your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the eSpeakers Platform and the eSpeakers Services.
- Company reserves the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company without compensation and without attribution to you or your approval. You acknowledge and agree that Company is a distributor (without any obligation to verify) and not a publisher of your and User ratings and comments, provided that Company reserves the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Company’s content policies.
- You and Your Obligations
- Your Requirements. You acknowledge and agree that at all times, you shall either: (a) possess the appropriate and current level of training, expertise and experience to provide speaking services in a professional manner with due skill, care and diligence; or (b) hold and maintain all licenses, permits, approvals and authority applicable to you that are necessary to provide speaking services to third parties. You shall also maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and other record checks from time to time in order to qualify to provide, and remain eligible to provide, speaking services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole and absolute discretion, to deactivate or otherwise restrict you from accessing or using the eSpeaker Services if you fail to meet the requirements set forth in this Agreement.
- Documentation. Statements you make regarding your qualifications and expertise are expected to be true. In the event of any 3rd party claims, you agree that any time to provide written copies of proof of your qualifications, training, experience, or expertise, as relevant to your area of specialization.
- Continuing Relationship. You acknowledge and agree that your obligation to use the eSpeakers Services to serve Users, as well as any individuals they may refer to you, shall be continuing. After a User’s initial use of the speaking services, then subsequent uses of the speaking services by Users and referrals shall be processed through the eSpeakers Platform, and you shall not in any manner attempt to circumvent the payment of Fees by accepting payment outside of the eSpeakers Platform. If Company learns you are breaching this provision, it may immediately terminate this Agreement and seek any additional remedies provided by law.
- Financial Terms
- Service Fee. You are entitled to charge a fee for each instance of completed speaking services provided to a User that are obtained via the eSpeakers Services (“Service Fee”). Company shall not play any part in billing or collecting the Service Fee.
- Company Fee. You agree to pay to Company the fees agreed in a separate writing between you and Company (“Company Fee”). The terms of payment and the manner of payment shall be as agreed between you and Company in such separate writing. You shall be responsible for all applicable taxes upon the Company Fee. Your payment of the Company Fee shall be due in advance on a monthly, quarterly, or annual basis, as agreed in the separate writing. If payment of the Company Fee is late, you agree to pay an additional interest charge in the amount of 1.5% per month on the overdue balance.
- Authorization to Charge Credit or Debit Card. By signing up for the eSpeakers Services, you authorize Company to charge the credit card or debit card that Company has on file for you. Such charges will occur on the schedule you indicate in a separate writing. Company may also accept payment via PayPal, check, or other manner in its sole discretion.
- Proprietary Rights; License
- License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non‐exclusive, non‐transferable, non‐sublicensable, non‐assignable license, during the term of this Agreement, to use the eSpeakers Services solely for the purpose of providing speaking services to Users and tracking resulting Service Fees. All rights not expressly granted to you are reserved by Company. You grant to Company a non-exclusive and royalty-free license, during the term of this Agreement, to use your image and any other materials you may provide in connection with your profile, including any comments reviews, or other items relating to the provision of the speaking services that may come into Company’s possession.
- Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the eSpeakers Services in any way; (b) modify or make derivative works based upon the eSpeakers Services; (c) improperly use the eSpeakers Services, including creating Internet “links” to any part of the eSpeakers Services, “framing” or “mirroring” any part of the eSpeakers Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the eSpeakers Services; (d) reverse engineer, decompile, modify, or disassemble the eSpeakers Services; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the eSpeakers Services to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the eSpeakers Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the eSpeakers Services; or (iv) attempt to gain unauthorized access to the eSpeakers Services or related systems or networks.
- Ownership. The eSpeakers Services and Company Data, including without limitation all intellectual property rights therein, are and shall remain (as between you and Company) the property of Company. Neither this Agreement nor your use of the eSpeakers Services nor Company Data conveys or grants to you any rights:
(a) in or related to the eSpeakers Services or Company Data, except for the limited license granted above; or (b) to use or reference in any manner Company’s company name, logos, product and service names, trademarks, services marks or other indicia of ownership.
- Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Company Data, Speaker IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non‐public information of each party that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. It does not include the information described as Company Data in this Agreement.
- Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-‐use no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-‐keeping requirements).
- Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
- Disclosure of Your Information. Subject to applicable law and regulation, Company may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any speaking services provided hereunder if: (a) there is a complaint, dispute or conflict between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s sole discretion, by applicable law or regulatory requirements (e.g., Company receives a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Company’s sole discretion, to protect the safety, rights, property or security of Company, the eSpeakers Services or any third party; to protect the safety of the public for any reason; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity Company, in its sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity).
- Use of Your Information. Company may collect your personal data and User data during the course of your application for, and use of, the eSpeakers Services, which information may be stored, processed, accessed, and used by Company for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s legitimate business needs. Such data may include, but shall not be limited to, the names of Users, User contact information, and data regarding the use of the eSpeakers Services (such as the number of times a Speaker is requested, average speakers’ fees, location where speaking services are rendered, how long it takes to book a speaker, and times of year when speakers are requested). Data from your calendar located on the eSpeakers Platform may be accessed and used for these purposes, but only to the extent such data is anonymized and not personally identifiable. You expressly consent to such use of personal data and waive any rights of exclusivity with regard to User data.
- Insurance by Company. Company may maintain during the term of this Agreement insurance related to your provision of speaking services as determined by Company in its reasonable discretion, provided that Company is not required to provide you with any specific insurance coverage for any loss to you or your property. You are required to promptly notify Company of any accidents that occur while providing speaking services and to cooperate and provide all necessary information related thereto.
- Insurance by You. You agree to carry any insurance required by law, including liability insurance, workers compensation insurance, and any other coverage required by applicable law.
- Representations and Warranties; Disclaimers
- By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide speaking services.
- Disclaimer of Warranties. COMPANY PROVIDES, AND YOU ACCEPT, THE ESPEAKERS SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE ESPEAKERS SERVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR SPEAKING SERVICES. COMPANY FUNCTIONS AS A LEAD GENERATION TOOL WITH RELATED SERVICES ONLY AND MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE SPEAKING SERVICES FROM YOU, AND COMPANY DOES NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE ESPEAKERS SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE ESPEAKERS SERVICES. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.
- No Service Guarantee. COMPANY DOES NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE ESPEAKERS SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ESPEAKERS SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE ESPEAKERS SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
- Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless Company and its respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) any claim by any third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of speaking services or your use of the eSpeakers Services.
- Limits of Liability. COMPANY SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF COMPANY FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
- Term and Termination
- Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
- Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your Speakers ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company, to provide speaking Services, or as otherwise set forth in this Agreement.
- Effect of Termination. Upon termination of the Agreement, you shall immediately cease any representation that you are listed or profiled on the eSpeakers Platform. Outstanding payment obligations and any other provision of this Agreement that by its terms or nature are intended to survive, shall survive the termination of this Agreement.
- Relationship of the Parties
- You have no authority to bind Company in any manner, and you undertake not to hold yourself out as an employee, agent or authorized representative of Company. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
- Miscellaneous Terms
- Modification. Company reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the eSpeakers Platform. You hereby acknowledge and agree that, by using the eSpeakers Services, or downloading, installing or using the eSpeakers Platform or any portion thereof, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein. Continued use of any of the eSpeakers Services after any such changes shall constitute your consent to such changes.
- Supplemental Terms. Supplemental terms may apply to your use of the eSpeakers Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
- Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
- Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.
- Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.”
- No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
- Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the eSpeakers Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at support -at – espeakers.com.
- Governing Law; Jurisdiction; Waiver of Jury Trial Right
- The interpretation of this Agreement shall be governed by Utah law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the speaking services shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Utah, and you do hereby submit to jurisdiction in such courts. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.
- YOU DO HEREBY AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY EXISTING UNDER FEDERAL OR STATE LAW AND AGREE THAT ANY CAUSE OF ACTION YOU MAY BRING WILL BE TRIED SOLELY IN FRONT OF A JUDGE. YOU ALSO AGREE THAT ANY CAUSE OF ACTION WILL BE BROUGHT SINGLY AND NOT AS PART OF A CLASS. THESE PROVISIONS MAY BE LIMITED BY APPLICABLE STATE AND FEDERAL LAW, AND THEY ARE INTENDED TO APPLY ONLY TO THE EXTENT NOT PROHIBITED BY LAW.