Terms of Use
Welcome to Churn. These Terms of Use (“Terms”) govern your use of products and services provided by Churn Incorporated (hereafter “Churn”, “we”, “us”, or “our”). You can view information relating to our products and services from the website located at www.gochurn.com, and on our enterprise website, www.churnpartners.com (each a “Site” or collectively, the “Sites”), and you can access and use Churn’s products and services on the Sites, by downloading and installing our mobile device application (the “App”). To make these Terms easier to read, the Sites, our services and the App are collectively called the “Services.”
Agreement to Terms
By using our Services or clicking “Continue” or “Agree and Continue” (or a similar button or link) when provided with a link or other access to these Terms, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services and do not click “Continue.” Please retain a copy of these Terms for your own records.
Churn’s E-Consent Terms
We require your consent to, and approval of, these “E-Consent Terms” as a condition of your using the Services, the Sites, or the App. In addition, we partner with various third-party product partners that provide certain other products or services that may be made available to you as part of the Services, or that otherwise may be of interest to you. Please see Churn’s Privacy Policy for information about how your personal information is used to generate offers for these products or services. Some of our third-party partners may also require that our users agree to be bound by these E-Consent Terms.
Introduction
These E-Consent Terms notify you of your rights when receiving electronic disclosures, records, notices, and information (“E-Communications”). By using the Sites or the App, or by submitting a request for an offer from any of our third-party product partners, you acknowledge that you have received these E-Consent Terms and that you consent to conduct all transactions with us and our third-party partners using E-Communications.
Option for Paper or Non-Electronic Records
You may request any E-Communications in paper copy by contacting our third-party product partner directly (if the E-Communications are to or from that third-party product partner) or by sending an email to support@gochurn.com (if the E-communications are to or from us). We or our third-party product partner, as applicable, will provide paper copies upon your request, but we and they reserve the right to charge a reasonable fee, in our sole discretion, for providing such paper copies. We and our third-party product partners will retain records of E-Communications in accordance with applicable law.
Scope of Consent
Your E-Consent applies to all interactions, whether online or otherwise, concerning you and us (and/or our third-party product partners, where applicable) and includes interactions that occur via any mobile device (whether smartphone, tablet or otherwise), by computer, or via any other form of analog or digital communication. By agreeing to these Terms, you are consenting to have us (and/or our third-party product partners, where applicable) process your information and interact with you electronically. We (and/or our third-party product partners, as applicable) may also send you E-Communications that are related to our (and their) interactions and transactions with you. E-Communications may be provided online through our App or Sites, or our third-party product partners’ apps or websites, and may be provided by e-mail.
Consenting to Do Business Electronically
Before you decide to do business electronically with us and our third-party product partners, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements
To access and retain E-Communications, you will need a mobile device or computer capable of accessing the Internet, access to an e-mail account and an Internet browser that supports 128-bit encryption. To read certain documents, you may also need a PDF file reader. To retain a copy of E-Communications for future reference, you will need a printer or a storage device with sufficient space, such as your computer's disk drive, or space to store screenshots on your mobile device. You may send any questions regarding the hardware and software requirements directly to us or to our third-party product partners.
Withdrawing Consent
Your consent to receive E-Communications will remain in effect in perpetuity until such time as you withdraw it. You may withdraw your consent to receive E-Communications by sending an email to support@gochurn.com. If you withdraw your consent to receive E Communications, Churn reserves the right to either restrict or terminate your access to the Services and/or close your Churn Account. If we choose to terminate your access to the Services or close your Churn Account, you will no longer be able to use any of our products or services. Any withdrawal of your consent to receive E-Communications will be effective only after we have a reasonable period of time to process your withdrawal. Please note that your withdrawal of consent to receive E-Communications will not apply to E-Communications provided by us to you before the withdrawal of your consent becomes effective.
Updates to Your Contact Information
It is your sole responsibility to keep us and our third-party product partners informed of any change in your contact information, including your email address or mailing address. You may update such information by logging into our Sites (and our third-party product partners’ websites, where applicable), via the App, or by sending us (and our third-party product partners, as applicable) a written request to update your contact information by mail.
Privacy Policy
Please refer to Churn’s Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to Churn’s Privacy Policy
Changes to Terms or Services
We may modify these Terms at any time and for any reason, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Sitse and App, or via some other communication to you. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Sites or App, you are confirming to us that you agree to be bound by the modified Terms. If you don’t agree to the modified Terms, then your access to the Sites, the App, and the Services will be terminated. Because we anticipate that our Services will evolve over time, we may change or discontinue all or any part of the Services, at any time and without notice, in our sole discretion.
Arbitration Notice
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION BY BINDING ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “DISPUTE RESOLUTION BY BINDING ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CHURN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Description of Services
Churn operates a consumer website (www.gochurn.com), an enterprise website (www.churnpartners.com) (together, the “Sites”), and a mobile device application (the “App”), which both individually and collectively offer users a digital platform to facilitate the sale, exchange, and/or donation of personal property by and among individuals and charitable organizations. The Services include the ability to utilize the Sites and App to advertise the availability of personal property to other users, offer personal property for sale or exchange, communicate with other users, negotiate the sale or exchange value of such property, realize charitable benefits, and promote the charitable purpose, value, and financial impact of such sales, exchanges, and/or donations. Churn connects individuals with each other and to charitable organizations via the Sites and App, and provides a real-time digital communication and social platform for users regardless of whether a sale, exchange, or donation is completed. Via the Sites and App, Churn also facilitates the application, utilization, and realization of certain tax-related benefits for charitable giving by and among both individual and enterprise users.
Disclaimer
The Content (as defined below) may contain typographical errors or other errors, inaccuracies or deficiencies, and may not be complete, accurate or up to date. We reserve the right to correct any error, deficiency, omission or inaccuracy in any Content or otherwise on our Sites or the App at any time, but we do not guarantee that any such errors, deficiencies, omissions or inaccuracies will be corrected.
Eligibility to Use Services
You may use the Services only if you: (i) are 18 years or older and capable of forming a binding contract with Churn; (ii) are a United States citizen (or a legal U.S. resident); and (iii) are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use the Services, you’ll have to create an account with Churn (a “Churn Account”). You can create a Churn Account by using an email address and password via the Sites or App. In order to create your Churn Account, you will also need to provide certain other information, such as your name and mobile phone number.
For compliance purposes and in order to provide the Services to you, you hereby authorize us (or our third-party service providers) to obtain, verify, and record information and documentation that helps us verify your identity whenever necessary. When you create your Churn Account and from time to time thereafter, we may require you to and you hereby agree to provide and/or confirm certain information and documentation that will allow us to identify you.
You agree that you won’t disclose your Churn Account password to anyone, and that you will notify us immediately of any unauthorized use of your Churn Account. You also agree not to transfer your Churn Account to any third-party. You hereby acknowledge that you are responsible for all activities that occur with your Churn Account, whether you know about them.
Notifications and Verification
In order to use the Services, you must provide and verify your mobile phone number or other text message address to us, and you must expressly consent to receive text messages relating to the Services at that number or address. Third-party data and message fees may apply. To verify your mobile phone number or text message address, we may send you a code via text message to the mobile phone number or text message address you provide, and you must enter that code as instructed by us. If you change your mobile phone number or text message address, you must promptly provide and verify your new mobile phone number or text message address.
As part of your use of the Services, you may receive notifications, alerts, or emails about the Services. By providing your mobile phone number, you may receive SMS messages relating to your use of the Services. We will not send you promotional or marketing SMS messages without obtaining your separate, written consent, which is not required for you to use the Services. You agree to the receipt of these communications. To control receipt of these communic
ations, text HELP for help or text STOP to cancel. You are responsible for any messaging or data fees you may be charged by your wireless carrier for receiving SMS notifications.
Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You grant to 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 and otherwise exploit the Feedback for any purpose. If we elect to use Feedback for marketing or advertising purposes, you acknowledge and agree that we may do so in any media format now known or hereafter developed without requiring your pre-approval and you are not entitled to any compensation for such use.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
Churn 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 use and exploit your User Content. Subject to the foregoing, Churn and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content 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 or Content.
Rights in User Content Granted by You
By making any User Content available through Services you hereby grant to Churn a non exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content, or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also 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 Churn 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.
You can remove your User Content by specifically deleting it. However, 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. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by Churn
Subject to your compliance with these Terms, Churn grants you a limited, non-exclusive, non transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Rights and Terms for Apps
Rights in App Granted by Churn
Subject to your compliance with these Terms, Churn grants to you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Churn reserves all rights in and to the App not expressly granted to you under these Terms.
General Prohibitions and Churn’s Enforcement Rights
You agree not to do any of the following:
• Post, upload, publish, submit or transmit any 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 or frame the Services or any individual element within the Services, Churn’s name, any Churn trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Churn’s express written consent;
• Access, tamper with, or use non-public areas of the Services, Churn’s computer systems, or the technical delivery systems of Churn’s providers; Attempt to probe, scan or test the vulnerability of any Churn system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Churn or any of Churn’s providers or any other third-party (including another user) to protect the Services or Content;
• Attempt to access or search the Services or Content or download Content from the Services through the use of 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 Churn 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 Churn trademark, logo URL or product name without Churn’s express written consent; use the Services or Content, 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 or Content 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 or Content; 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 willingly violate, or attempt to violate, the terms of any program offered by Churn or Churn’s partners; or
• Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we reserve 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 further reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be 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.
Links to Third-Party Websites or Resources
The Services, Sites, and App may contain links to third-party websites or resources. We provide these links as a convenience only and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. Churn does not warrant or guarantee the third-party products or services available through these links, all of which are subject to the respective third-party’s terms of use or customer agreement. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by contacting us via the “Contact Support” link in the help center section of the App or by emailing support@gochurn.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following provisions of these Terms will survive: “Feedback”, “Content and Content Rights”, “Content Ownership, Responsibility and Removal”, “Termination”, “Limitation of Liability”, “Dispute Resolution” and “General Terms”.
Warranty Disclaimers
THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR 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 Content.
USE OF THE SERVICES, THE CONTENT AND ANY INFORMATION OBTAINED THROUGH YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE INFORMATION PROVIDED THROUGH THE SERVICES IS PROVIDED SOLELY FOR INFORMATIONAL PURPOSES.
Indemnity
You will indemnify and hold harmless Churn and its officers, directors, employees, and agents, 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 (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER CHURN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CHURN 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL CHURN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHURN AND YOU.
Dispute Resolution by Binding Arbitration
YOU HAVE READ THIS SECTION CAREFULY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND CHURN. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTION ENTITLED "OPT OUT OF ARBITRATION" BELOW.
Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflicts of law provisions.
Agreement to Arbitrate
You and Churn agree that the sole and exclusive forum and remedy for resolution of a Dispute shall be final and binding arbitration pursuant to this section entitled “Dispute Resolution by Binding Arbitration” unless you opt out as provided below. “Dispute” shall include any dispute, claim or controversy arising out of or relating to these Terms and/or the activities or relationships that involve, lead to, or result from these Terms, the Services (including our marketing activities), and (except to the extent provided otherwise in the paragraph entitled “NO CLASS ACTIONS”) the validity or enforceability of this “Dispute Resolution by Binding Arbitration” section, any part thereof, or the entire Terms. Disputes will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court (a “Small Claims Action”); (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”); and (iii) to bring an action seeking only injunctive relief.
Opt-out of Arbitration
You may opt out of the binding arbitration described in this section by sending Churn written notice of your desire to do so by email to: , or by regular mail to: Churn, Inc., 1920 Hillhurst Ave., #1090, Los Angeles, CA 90027 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Churn with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.
Judicial Forum for Disputes
In the event that (i) you or we bring an IP Protection Action; (ii) you timely provide Churn with an Arbitration Opt-out Notice; or (iii) this “Dispute Resolution by Binding Arbitration” section is found not to apply, the exclusive jurisdiction and venue of any Dispute will be the state and federal courts located in the Central District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our rights to a jury trial.
WAIVER OF RIGHT TO LITIGATE
Unless you timely provide Churn with an Arbitration Opt-out Notice, YOU ACKNOWLEDGE AND AGREE THAT YOU AND CHURN ARE EACH WAIVING THE RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
NO CLASS ACTIONS
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by
all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this specific paragraph is held unenforceable in its entirety, then the entirety of this “Dispute Resolution by Binding Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution by Binding Arbitration” section will survive any termination of these Terms.
Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and Mediation Procedures and the Supplementary Procedures for Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution by Binding Arbitration” section. In the case of a conflict between the rules and policies of the administrator and this “Dispute Resolution by Binding Arbitration” section, this “Dispute Resolution by Binding Arbitration” section shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. (The AAA Rules are available at The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution by Binding Arbitration” section.
Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Affidavit for Waiver of Fees for qualifying California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Churn otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Churn submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees
If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
Appeals
Notwithstanding any language to the contrary in these Terms, the parties hereby agree: that the initial arbitration award (the “Underlying Award”) may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.
Changes
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Churn changes this “Dispute Resolution by Binding Arbitration” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@gochurn.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Churn’s email (or other communication) to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Churn in accordance with the provisions of this “Dispute Resolution by Binding Arbitration” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
General Terms
These Terms constitute the entire and exclusive understanding and agreement between Churn and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Churn and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute Resolution” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), 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 Churn’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be void. Churn 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.
Any notices or other communications provided by Churn under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. We may terminate your Churn Account for inactivity or abandonment at any time and without notice to you.
Churn’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 Churn. 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.
Contact Information
If you have any questions about these Terms or the Services, please contact us via the “Contact Support” link in the help center section of the App or by emailing support@gochurn.com.
Thank you for visiting, The Churn Team
