End User License Agreement

CALCBOOK LLC

END USER LICENSE AGREEMENT

The CalcBook software (the “Software”) you seek to download from the CalcBook website is licensed only on the condition that you agree to the terms and conditions set forth below. This CalcBook End User License Agreement (“Agreement”) is a legal contract between You (“You”) and CalcBook LLC (“CalcBook”). PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.

IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE BUTTON ON THE CALCBOOK WEBSITE “DOWNLOAD FREE TRIAL,” AT WHICH TIME THE SOFTWARE WILL BE DOWNLOADED TO YOUR COMPUTER.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “DOWNLOAD FREE TRIAL” BUTTON.

BY CLICKING "DOWNLOAD FREE TRIAL" OR USING OR INSTALLING ANY CALCBOOK SOFTWARE (THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, THE "EFFECTIVE DATE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE FOR ANY PURPOSE AND YOU MAY NOT INSTALL THE SOFTWARE.

CALCBOOK MAY MODIFY THIS AGREEMENT FOLLOWING NOTICE TO YOU, WHICH NOTICE MAY BE PROVIDED VIA IN-PRODUCT MESSAGING, THE SOFTWARE, OR THE CALCBOOK WEBSITE AT WWW.CALCBOOK.COM (THE “SITE”). BY AGREEING TO THE MODIFIED AGREEMENT OR USING THE SOFTWARE AFTER RECEIVING NOTICE THAT THE AGREEMENT HAS BEEN MODIFIED, YOU AGREE TO THE TERMS OF THE MODIFIED AGREEMENT.

PLEASE UNDERSTAND THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THESE PROVISIONS WILL AFFECT HOW YOU ARE ABLE TO RESOLVE A DISPUTE WITH CALCBOOK. THEREFORE, YOU SHOULD READ THEM VERY CAREFULLY. FOR EXAMPLE, UNLESS YOU OPT OUT OR HAVE A CERTAIN TYPE OF DISPUTE WITH CALCBOOK AS FURTHER DESCRIBED IN SECTION 21 BELOW, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND CALCBOOK MUST BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION.

Access to and use of the Software is by permission of CalcBook only, and only for applicants who accept this Agreement. CalcBook may grant or withhold approval in its sole discretion.

Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, You and CalcBook agree as follows:

SOFTWARE. The Software includes CalcBook software installed on one or more computers and/or mobile devices (each, a "Device"); and (b) certain services, features and/or functionality made available to You through CalcBook's Site or otherwise over the internet ("Online Services"). In this Agreement, references to "Software" also include: (i) any updates or upgrades that You purchase or that are otherwise made available to You by CalcBook ("Upgrades"); and (ii) any help documentation provided through the Software or Online Services ("Documentation").
LIMITED LICENSE. Subject to all of the terms and conditions of this Agreement, CalcBook hereby grants one user (You or Your chosen representative) (“Licensee”) a single non-exclusive, non-transferable, non-assignable, non-sublicensable license to install and use the Software, as long as the same Licensee is the only user. While the license allows for the Software to be downloaded on multiple computers, it can be used on one computer at a time only (not simultaneously at different computers). You agree that Your purchase, license or use of the Software is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by CalcBook with respect to future functionality or features. The licenses granted herein are conditioned upon payment in full for the Software in advance of your download or receipt of the Software.
RESTRICTIONS. You may use the Software only in accordance with this Agreement, the Documentation, and the purchase or order documentation presented when You obtained Your access to the Software ("Order Documentation"). As a condition to Your use of the Software, to the maximum extent permitted by law, You must not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the Software; (ii) use the Software for the benefit of any third party; (iii) circumvent mechanisms in the Software intended to limit Your use (including without limitation any license expiry or time-out mechanisms); (iv) rent, lease, loan, sell sublicense, distribute, transmit, or otherwise transfer the Software to any third party, or (v) reverse engineer, disassemble, decompile, or translate the Software, or attempt to derive the source code of the Software or non-public APIs for the Online Services, except as permitted by law.
FREE AND EVALUATION (“BETA”) VERSIONS OF SOFTWARE.
1. CalcBook may make available certain Software and Online Services free of charge (“Free Trial Software”). Your use of Free Trial Software is governed by this Agreement as modified by this Section. You understand and agree that this Free Trial Software and will have certain limitations to be decided solely by CalcBook, including but not limited to disallowing You from printing material (in .pdf form or hard copy) from the Software. If You have licensed or use the Free Trial Software, then Your license is limited to use for during the evaluation period designated in the Order Documentation (or, if no period is designated, for 30 days from the Effective Date) (the "Free Trial Period").
2. CalcBook may make available certain Software and Online Services on an evaluation basis for testing purposes only ("Evaluation Software"). Your use of Evaluation Software is governed by this Agreement as modified by this Section. If You have licensed or use Evaluation Software, then Your license is limited to use for evaluation purposes during the evaluation period designated in the Order Documentation (or, if no period is designated, for 30 days from the Effective Date) (the "Evaluation Period").
3. In addition, the following specific provisions apply to use of the Free Trial Software and Evaluation Software: When the Free Trial Period or Evaluation Period expire, Your license to use the either the Free Trial or Evaluation Software automatically expires and the Free Trial and Evaluation Software's capabilities may become restricted. You agree to promptly delete the Free Trial and/or Evaluation Software, as applicable, and all copies thereof. If You desire to continue to use the Software beyond the Free Trial Period or Evaluation Period, You will need to acquire a license for the applicable Fee. The Free Trial Software and Evaluation Software may not be complete or fully functional, and CalcBook makes no warranties whatsoever about the Free Trial Software or Evaluation Software. Further, You acknowledge that the Free Trial Software and Evaluation Software are for testing purposes only and You agree not to use them for purposes of structural design and/or calculations in any way. CalcBook does not guarantee that it will continue to make available the Free Trial Software or Evaluation Software under this Agreement or at all. You understand that use by You of the Free Trial Software and the Evaluation Software can be cancelled by CalcBook at any time.
UPGRADES. Any Upgrades will be subject to the terms of this Agreement applicable to Software or other terms provided with the Upgrade.
SUPPORT. During the Term, requests for support related to the Software (including the Free Trial Software and Evaluation Software), can be made to the following email address: support@calcbook.com. You acknowledge CalcBook is not obligated to provide such support; however, when possible and at CalcBook’s sole direction, CalcBook shall make its best efforts to provide support for issues raised by You.
LOGIN INFORMATION.
1. To purchase the CalcBook Software, You must register Your email address and other personal identifying information ("Login Information") with CalcBook. You are solely responsible for any actions taken using Your Login Information. You understand and agree that CalcBook uses Login Information according to this Agreement and its Privacy Policy currently available at www.calcbook.com/about (as such may be updated by CalcBook) and that CalcBook may contact You about Your account and our products and services as described in such documents. Use of the Software, Online Services or CalcBook Site may be subject to additional terms posted on the CalcBook Site.
2. CalcBook may store certain information from Your browser using "cookies" or other technology. A cookie is a small text file that is stored on a user's computer for record-keeping purposes. CalcBook uses session ID cookies to confirm that users are logged in. These cookies terminate once the user closes the browser. In addition, CalcBook uses other means, including persistent cookies, which do not terminate when You close the browser, to gather certain information about Your use of the CalcBook Site and the Online Services. Such information includes, without limitation, account activity (e.g., storage usage, number of log-ins, actions taken), data displayed or clicked on (e.g., UI elements, links), and other log information (e.g., browser type, operating system information, IP address, geographic location, date and time of access, cookie ID, referrer URL). You can remove or block persistent cookies using the settings in Your browser if You want to disable this feature, however, the CalcBook Site and Software may cease to function properly if You do so. BY USING THE CALCBOOK SITE AND SOFTWARE, YOU HEREBY CONSENT TO SUCH USES OF COOKIES. IF YOU DO NOT CONSENT, DO NOT USE THE SOFTWARE.
YOUR OBLIGATIONS. You shall be solely responsible for the following: (a) providing all hardware, software, and communications capabilities required for use of the Software, including, without limitation, 1024 MB of RAM and 2048 MB of available hard disk space, and are equipped with Internet access and a modern browser such as Google Chrome version 29 or higher; (b) generating, providing, and loading Your data into the Software; and (c) providing and maintaining, at all times during the term of this Agreement, the Internet access necessary for Your use of the Software.
INFORMATION COLLECTED BY THE SOFTWARE. The Software may collect and send to the CalcBook Databases information about the following:
1. Your Device's IP address and approximate geographic location ("Location Information"); and
2. Other details about Your Device, which may include, but is not limited to, Your Device's operating system, type and carrier (for mobile devices), Your usage of the Software (e.g., features used and session length), program files, username of logged-in operating system user, registry keys, language, Software report log(s), running processes, temporary Internet files, Internet search history, applications using ports, active directory identifiers, and other data pertaining to the contents of Your default and custom folders and/or downloaded program files directory ("System Information," and collectively with Location Information, "Your Information").
3. Other than as set forth herein and in its Privacy Policy, CalcBook does not use Your Information to identify or contact You, but may process, use, and transfer Your Information to certain third parties to: (i) provide the Software and related services to You, (ii) improve the CalcBook site and software and its other products and services; (iii) to gather material for marketing purposes, and (iv) collect payment from You. IN CONDUCTING THE FOREGOING ACTIVITIES, CALCBOOK MAY TRANSFER YOUR INFORMATION TO OTHER JURISDICTIONS. BY AGREEING TO THIS AGREEMENT OR CONNECTING TO OR USING THE SOFTWARE, YOU AGREE TO SUCH TRANSFER AND PROCESSING OF YOUR INFORMATION, INCLUDING YOUR LOGIN INFORMATION, AND ACKNOWLEDGE THAT IT IS NECESSARY FOR THE PERFORMANCE OF THIS AGREEMENT. PLEASE NOTE THAT YOUR INFORMATION MAY NOT BE SUBJECT TO THE SAME CONTROLS AS YOUR CURRENT LOCATION. YOU CONSENT TO THE USES DESCRIBED ABOVE, INCLUDING BUT NOT LIMITED TO HAVING YOUR INFORMATION TRANSFERRED TO AND PROCESSED IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU CONSENT TO THE USES DESCRIBED ABOVE, INCLUDING BUT NOT LIMITED TO HAVING YOUR INFORMATION TRANSFERRED TO AND PROCESSED IN THE UNITED STATES AND OTHER JURISDICTIONS. YOU GRANT CALCBOOK AN UNRESTRICTED, ROYALTY-FREE, PERPETUAL, IRREVOCABLE LICENSE TO USE, TRANSFER, COPY AND MODIFY YOUR INFORMATION FOR SUCH PURPOSES.
4. You understand that CalcBook may transfer Your Information to certain third-party vendors in order to process payment from You (e.g., third party processors) and to complete other actions as set forth in this Agreement and You agree to such transfer.
PASSWORD MANAGEMENT. It is Your sole responsibility to create a strong password and to maintain it securely. If someone else gains access to Your password, they could also gain access to Your Information. If You lose Your master password CALCBOOK IS NOT LIABLE FOR ANY LOSS OF YOUR SAVED INFORMATION OR ANY THIRD PARTY'S UNAUTHORIZED ACCESS OR USE OF YOUR INFORMATION.
FEES. You are responsible for paying CalcBook the fees and applicable taxes specified in the Order Documentation ("Fees") for the right to use the Software in the Initial Term and any Renewal Term(s) (as defined below). All Fees are non-refundable except as set forth in Section 17 for the Software or as otherwise stated in Your Order Documentation.
OWNERSHIP. CalcBook and its licensors retain all right, title and interest in the CalcBook Software, including without limitation the Software, the Online Services, and the Documentation, any materials made available through the CalcBook Site, any modifications to or derivative works of any of the foregoing, and all rights to the Software and the Documentation not specifically granted in this Agreement (including all intellectual property rights) and this Agreement does not transfer to You any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement. The Software and the Documentation are protected by United States laws and international treaty provisions. Each copy of the Software, and use of the Online Services, is licensed, not sold, notwithstanding any use of "purchase," "sale," or similar terms. YOU MAY NOT USE, COPY, OR MODIFY THE SOFTWARE, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
PRODUCT CHANGES. Provided that the functionality of the Software is not substantially decreased during the Term, CalcBook may at any time without notice discontinue or modify any characteristics of the Software.
TERM. This Agreement will begin on the Effective Date and will continue for 30 days ("Initial Term"). After the Initial Term, if You purchased Your license to the Software online from CalcBook (or if You renewed Your subscription online from CalcBook) and provided a valid credit card number or an alternative payment method, Your license to the Software will automatically renew for successive 30 day periods ("Renewal Term(s)" and together with the Initial Term, the "Term") in accordance with the terms and conditions pertaining to automatic renewal presented to You at the time of purchase. Fees for Renewal Term(s) will be charged as described in Your Order Documentation or as set forth in a subsequent communication from CalcBook to You.
TERMINATION. The license granted in this Agreement is effective until terminated. The term of this Agreement and the license grant herein shall commence on the date you agree to this Agreement and download the Software. You may terminate the license and this Agreement at any time on 30 days’ prior written notice to CalcBook. CalcBook may terminate this Agreement immediately if: (a) You breach this Agreement; (b) You refuse to accept the terms of any modified Agreement, despite receiving notice from CalcBook of such modified Agreement; or (c) any aspect of this Agreement is limited by law or third party terms of service. The following provisions will survive termination: outstanding fee obligations, the license restrictions in Sections 3, Section 9 (Information Collected by the Software), 10 (Password Management), and Sections 11 (Fees), 12 (Ownership), 15 (Termination), 16 (Confidentiality), 17 (Disclaimers), 18 (Limitation of Liability), 19 (Indemnity), 20 (Export), 21 (U.S. Residents—Binding Arbitration and Class Action Waiver), 22 (Choice of Law & Venue), 23 (Force Majeure) and 24 (Severability). When this Agreement terminates or does not renew, CalcBook may remotely disable its Software on Your Device, and Your data, including, but not limited to, scan data, Your Information, console data, and data stored in connection with Your use of the Software or Site, may be deleted by CalcBook, in its sole discretion, at any time after 45 days have elapsed from the date of non-renewal or termination.
CONFIDENTIALITY. You agree that You shall not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information that CalcBook identifies as confidential (collectively, “Confidential Information”) related to the Software without the prior written consent of CalcBook. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that You can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by You; (b) in Your possession before disclosure by CalcBook; or (c) disclosed to You by a third party not in violation of any obligations of confidentiality to CalcBook or to any third party.
REFUNDS/DISCLAIMER OF WARRANTIES. CalcBook hereby represents and warrants that the Software will, at the time You purchase the Software and for a period of 60 days thereafter, substantially conform to the Documentation in effect on the date of purchase of the Software when given normal, proper, and intended usage in compliance with CalcBook’s instructions. In the event of a nonconformance during such period, You agree to promptly report such nonconformance along with all information required by CalcBook. CalcBook shall investigate any such reported nonconformance and shall use commercially reasonable efforts to remedy such nonconformance. If CalcBook is unable to remedy such nonconformance within 90 days after the date CalcBook has received all relevant information with respect to such nonconformance from You, Your sole remedy under this Agreement is to return the Software, delete all copies and all Documentation from Your systems, and receive a refund of the price You paid. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND CALCBOOK AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED. CALCBOOK CANNOT GUARANTEE 100% DEFECT FREE PERFORMANCE, AND CALCBOOK IS NOT LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM ANY FAILURE OF THE SOFTWARE TO ACCURATELY PRODUCE RESULTS.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CALCBOOK, ITS RESELLERS, ITS DISTRIBUTORS, OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CAUSE RELATING TO THIS AGREEMENT, TO YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, TO ANY SERVICE PROVIDED BY CALCBOOK UNDER THIS AGREEMENT, OR TO ANY SERVICES PROVIDED BY ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO (A) ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING ONE HUNDRED DOLLARS (US$100), REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. In addition, in no event shall you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with CALCBOOK or with the distribution, operation, development, or performance of the Software or any related products. THIS SECTION 18 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
LIABILITY INDEMNIFICATION. You agree to indemnify and hold CalcBook harmless from, and on account of, any property damage or personal injury to any property or any person that (a) arises as a result of any willful or negligent act or omission related to the use of the Software or Site, (b) is related to Your use of the Software, or (c) is related to this Agreement in any way.
EXPORT. The Software is subject to U.S. export control laws and regulations, and may be subject to United States and/or foreign export or import laws or regulations. You agree to comply strictly with all such laws and regulations and not to use or transfer the Software for any use relating to nuclear, chemical, or biological weapons, or missile technology. You represent and warrant that: (a) 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 (b) You are not listed on any U.S. Government list of prohibited or restricted parties. You will indemnify and hold harmless CalcBook and its licensors from all claims, damages, losses, and expenses (including attorneys' fees) arising from breach of this Section.
U.S. RESIDENTS—BINDING ARBITRATION AND CLASS ACTION WAIVER.
1. Agreement to Arbitrate. You and CalcBook agree that any dispute, claim, or controversy involving You and CalcBook (and/or CalcBook’s affiliates, subsidiaries, directors, shareholders, or employees) arising out of or relating in any way to this Agreement or the Software (each, a "Dispute") must be determined by binding arbitration. In addition, because CalcBook is licensing certain proprietary technology to You as set forth in this Agreement, CalcBook may seek injunctive or other relief in any court of competent jurisdiction to prevent the actual, suspected, or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents and patent rights, database rights, and other proprietary and intellectual property rights (each, an "IP Protection Action").
2. CLASS ACTION WAIVER. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM MUST BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR CALCBOOK MAY SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR CALCBOOK ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING MAY BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, CALCBOOK, AND ALL PARTIES TO ANY SUCH ARBITRATION OR PROCEEDING.
3. Notice of Dispute. In the event of a Dispute, You must first send to CalcBook, by certified mail, a written notice of Dispute ("Notice of Dispute"). The Notice of Dispute must be addressed to: CalcBook, c/o Mary Neifert, Esq., Neifert Law Group, PLC, 2625 Townsgate Road, Suite 330, Westlake Village, California, 91361, and must be titled: NOTICE OF DISPUTE UNDER CALCBOOK SOFTWARE AGREEMENT. The Notice of Dispute must include both Your email address and the mailing address You would like CalcBook to use when contacting You. If CalcBook elects to initiate arbitration against You, it will send its own Notice of Dispute to the email address and mailing address it has on file for You. A Notice of Dispute must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought ("Demand").
4. Proceedings. If You and CalcBook do not reach an agreement to resolve the Dispute within 30 days after the Notice of Dispute is received, You or CalcBook may commence an arbitration proceeding. Any arbitration must be governed and administered by the American Arbitration Association (the "AAA") in accordance with the AAA’s "Consumer Arbitration Rules" effective September 1, 2014, including the "Costs of Arbitration (Including AAA Administrative Fees)" effective September 1, 2014 (collectively, the "Consumer Procedures"), except that this Agreement governs to the extent it conflicts with the Consumer Procedures. ALL ISSUES IN THE DISPUTE ARE SUBJECT TO THE REVIEW OF A NEUTRAL ARBITRATOR. The neutral arbitrator will apply the terms of this Agreement and the laws of the State of California. The arbitrator has discretionary authority to conduct the arbitration via conference call or face-to-face hearing. The arbitrator will render an award within the time specified in the Consumer Procedures. 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. CalcBook and You agree that the arbitrator's award of damages must be consistent with the terms of Section 18 above ("Limitation of Liability") as to the types and amounts of damages for which a party may be held liable. You may download or copy the AAA’s forms and rules from https://www.adr.org or by calling the AAA at 1-800-778-7879. Unless You and CalcBook otherwise agree in writing, the arbitration must be conducted in the Contra Costa County, California. If Your Demand does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that You and CalcBook submit to the arbitrator, unless You request a hearing or the arbitrator determines that a hearing is necessary. If Your Demand exceeds $10,000, Your right to a hearing will be determined by the Consumer Procedures. Subject to the Consumer Procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
5. AAA Not Integral To Agreement To Arbitrate. You and CalcBook agree that the use of the AAA to administer arbitration is not integral to the parties' agreement to arbitrate Disputes. If the AAA will not or cannot conduct an arbitration, You and CalcBook shall negotiate in good faith to agree on a sole arbitrator who shall resolve the Dispute as provided in the Consumer Procedures. If the parties cannot agree on an arbitrator, a court of competent jurisdiction may appoint an arbitrator, who shall follow the Consumer Procedures.
6. Severability. If one or more parts of this Section 20 are found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then, and only in that circumstance, those parts will be severed and the Dispute will be resolved subject to all remaining parts of Section 20 and all other provisions of this Agreement. If such severance results in all or some parts of a Dispute proceeding in a court of law, the exclusive jurisdiction and venue for any such court proceeding will be the state or federal courts sitting in the Contra Costa County, California. For purposes of any such court proceeding, You consent to, and will not challenge, such courts’ personal jurisdiction over You, and You further waive objection based upon improper venue or forum non conveniens and will not seek transfer to another district or jurisdiction.
7. FAA. The Federal Arbitration Act governs the interpretation and enforcement of all provisions of this Agreement relating to arbitration.
CHOICE OF LAW & VENUE. This Agreement shall in all respects be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law provisions, statutes and other laws. Any and all claims related in any way to this Agreement must be made in Contra Costa County.
FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
SEVERABILITY. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.
NO ASSIGNMENT. You may not assign this Agreement or any of the rights granted by CalcBook or hereunder, in whole or in part, without the prior written consent of CalcBook, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CALCBOOK, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CALCBOOK RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.