Buzzback Service Provider Terms of Service

Before signing up for the Studio Buzzback platform including any website on which the platform is offered (collectively, the “Platform”) as a Service Provider (defined below), please read these Terms of Service (these “Terms”). These Terms are a legally binding contract between you and Buzzback and govern your access to and use of all of the services offered on the Platform (the “Services”) as a Service Provider. 

By registering to use, accessing, and/or using the Services in any manner, you, just as if you had done so in writing, (i) acknowledge that you have read and understood these Terms, (ii) represent and warrant that you are at least eighteen (18) years of age, and if applicable, have the authority to enter into, and be bound by, these Terms on behalf of any person or entity for whom you are accessing or using the Services, (iii) have not previously been suspended or removed from the Services, and (iv) agree to these Terms. If you are not eligible, or do not agree to these Terms, then you do not have our permission to use the Services.

Some of the Services may be subject to additional terms, conditions, rules, policies, or procedures that Buzzback publishes from time to time through the Platform, without notice to you. These additional terms, conditions, rules, policies, or procedures are incorporated into these Terms.

1. Services and Fees. 

The Platform connects buyers of market research services (“Buyer” or “User”) to providers of market research services (“Service Providers”). The Platform enables Users and Service Providers to access to one another, enter into service relationships, receive and provide market research services, and make and receive payments through the Platform for those services (the “Service Provider Services”). Service Providers may access the Platform to bid on requests for proposals submitted by Users and may use the functionality of the Platform to communicate with Users and enter into business relationships with Users. User and Service Provider shall agree on a fee for the Service Provider Services. Users shall submit payment for the Service Provider Services directly through the Platform. Upon completion of the Service Provider Services by the Service Provider, Buzzback, through the Platform, shall disburse payment to the Service Provider in accordance with any applicable SOW between the User and the Service Provider.  

2. Relationship with Buzzback

1. Buzzback neither performs nor employs individuals to perform any Service Provider Services. You acknowledge and agree that Buzzback does not supervise, direct, control, or monitor Users or Service Providers in the performance of any contractual or other obligations they may have with one another.  Specifically, but without limitation, You acknowledge that: (a) Buzzback is not responsible for ensuring the accuracy or legality for any Service Provider Services offered by any Service Provider to User; (b) Buzzback is not responsible for the financial stability or ability to pay by any User; (c) Buzzback is not responsible for the offering, performance, or procurement of any Service Provider Services between Service Provider and User, (d) Buzzback does not make any representations about or guarantee any particular User’s offered services, and (e) nothing will create an employment, agency, or joint venture relationship between Buzzback and any User or Service Provider. The display or posting of any content or information about any User is not a guaranty of the quality, ability or willingness of the User to pay for or accept any Service Provider Services.  You further acknowledge and agree that Service Providers, and not Buzzback, are solely responsible for (a) evaluating and determining the suitability of any User; (b) assessing whether to enter into an arrangement with any User; and (c) negotiating, agreeing to, and executing any terms or conditions of the arrangement with any User and for monitoring performance of any User. Any and all arrangements or agreements between User and Service Provider are directly between the User and the Service Provider and Buzzback is not a party to those agreements.

2. To access most of the features of the Services, you must register for an account with Buzzback. Buzzback reserves the right to modify or discontinue all or any portion of the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Buzzback will have no liability for any change to the Services, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Services. 
3.  When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. Such information will be provided in accordance with our Privacy Policy which you can find here. You agree the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [support@studioqual.com].
4. Buzzback may send you emails concerning Buzzback’s products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
5. You understand and agree that we may use certain third-party service providers in connection with the operation and functionality of the Platform.  You acknowledge and agree that we are not liable for any acts or omissions of these third-party service providers and you agree you assume any and all liability associated with those third party service providers.  

3. Limited License

Subject to your complete and ongoing compliance with these Terms and Conditions, Buzzback grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and the Services. 

4. Platform Subscription Fees. 

1. Upon registering for a paid subscription plan (the “Plan”) to access the Platform, you agree, and are responsible for the payment of the subscription fee until the cancellation of the subscription. 
2. Buzzback will issue to you an invoice for the subscription fee (the “Fee”) on an upfront basis, starting on the date you registered yourself or your organization to the Subscription. All invoices will include the Fee amount for a one (1) month period of use. Buzzback will continue invoicing you monthly until these Terms are terminated in accordance with Section 6. You are responsible for payment of all taxes in addition to the Fee. Buzzback reserves the right to change the Fee at any time.  There are no refunds for cancellation of the subscription, and you understand and agree that you shall receive no refund or exchange for any unused period of the subscription according to the chosen preferences regardless of the type of the subscription or any changes to it thereof. 

3. If Buzzback cannot process payment of fees, Buzzback reserves the right to revoke your access to the Services. 
4. Buzzback uses a third-party payment processing company (“Payment Processor”) to  both bill and pay you through a payment account linked to your account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Buzzback is not responsible for error by the Payment Processor. By choosing to register for the Plan, you agree to pay Buzzback, through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your Payment Method. You agree to make payment using that selected Payment Method. Buzzback reserves the right to correct any errors or mistakes that it or its Payment Processor makes even if it has already requested or received payment

5. Service Provider’s Representations. 

By offering the Service Provider Services, you undertake you have sufficient permissions, rights and/or licenses to provide, sell or service what is offered on Studio by buzzback. Without limiting your other obligations set forth in these Terms, you represent and warrant that (i) your use of the Services complies with applicable law; (ii) you will accurately communicate, and not misrepresent, the nature of the transactions or the amounts you charge Users; (iii) provide a description to the Users that accurately describes your Services; (iv) you will provide Users recourse in the event that the product or service you provided is not as described; (v) you will not use the Services to sell products or services in a manner that is unfair or deceptive, or exposes any customer to unreasonable risks, or does not disclose material terms of a purchase in advance. You are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.

6. Verification.

When a Service Provider subscribes to the Platform and periodically thereafter, Buzzback reserves the right to subject Service Provider to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on the Platform. You authorize Buzzback, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification Platform features may be temporarily limited but will be restored if verification is successfully completed.

7. User Generated Content. 

1. User Generated Content (“UGC”) refers to the content added and uploaded to the Platform by Service Provider and which is separate and apart from content created by Buzzback. All content uploaded to the Platform by Service Provider is User Generated Content. Buzzback does not check UGC for appropriateness, violations of copyright, trademarks, other rights or violations and the user uploading/creating such content shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it. By uploading to UGC to the Platform, you represent and warrant that you own or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to use and/or upload such content and that such UGC or the use thereof on the Platform does not and shall not (a) infringe or violate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions; and/or (c) violate any of your or third party’s policies and/or terms of service.
2. By submitting or uploading UGC to the Platform, you grant Buzzback a worldwide, non-exclusive, irrevocable, royalty-free, transferable, and worldwide license (with the right to sublicense to the third parties Buzzback may work with) to use such UGC in connection with the Services.

8. Restrictions and Responsibilities.

1. The Platform, including its general layout, look and feel, design, information, content and other materials available thereon, is exclusively owned by Buzzback and protected by copyright, trademark, and other intellectual property laws. Service Providers have no right, and specifically agree not to do the following with respect to the Platform or any part, component or extension of the Platform (including its mobile applications): (i) copy, transfer, adapt, modify, distribute, transmit, display, create derivative works, publish or reproduce it, in any manner; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization; (iii) remove any copyright notice, identification or any other proprietary notices; (iv) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Site; (v) attempt to gain unauthorized access to, interfere with, damage or disrupt the Site or the computer systems or networks connected to the Site; (vi) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Platform; (vii) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Platform to monitor, extract, copy or collect information or data from or through the Platform, or engage in any manual process to do the same, (viii) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems, (ix) use the Platform in any manner that could damage, disable, overburden or impair the Platform, or interfere with any other users’ enjoyment of the Platform or (x) access or use the Site in any way not expressly permitted by these Terms of Service. Users also agree not to permit or authorize anyone else to do any of the foregoing.
2. Service Provider shall conduct its business in accordance with all applicable rules, regulations and laws. We are committed to helping all Users act in a way that preserves trust and respect. To that end, you agree to comply with the following Code of Conduct LINK.  A breach or violation of any term in these Terms, and/or the Code of Conduct, as determined in our sole discretion may result in suspension, disinvitation, removal or banning from the Platform. If you know of or suspect any violations of the Code of Conduct, you can submit a Code of Conduct Incident Report to the Code of Conduct committee by emailing sendhelp@studioqual.com. Except for the limited right to use the Platform and Services according to these Terms, Buzzback owns all right, title and interest in and to the Platform (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. Buzzback reserves all rights in connection with the Platform, the Services and any Buzzback content (other than UGC) including, without limitation, the exclusive right to create derivative works.
3. You may also choose to provide input and suggestions regarding existing functionalities, problems or improvements to the Services and Platform (“Feedback”). If you do so then you hereby grant Buzzback an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. Buzzback will have no obligation to provide you with attribution for any Feedback. No rights or licenses are granted except as expressly set forth herein.

9. Confidentiality; Proprietary Rights; Customer Data And Data Security

1. Confidentiality. Service Providers should recognize that there might be a need for Users to disclose certain confidential information to be used by Service Provider for the purpose of providing the Service Provider Services, and to protect such confidential information from unauthorized use and disclosure. Therefore, you agree to treat any information received from Users as highly sensitive, top secret and classified material. Without derogating from the generality of the above, you specifically agree to (i) maintain all such information in strict confidence; (ii) not disclose the information to any third parties; (iii) not use the information for any purpose except for delivering the ordered work; and (vi) not to copy or reproduce any of the information without the User’s written permission.
2. You understand that Buzzback has disclosed or may disclose to you, business, technical or financial information relating to Buzzback’s business (hereinafter referred to as “Proprietary Information”). Proprietary Information belonging to Buzzback includes non-public information regarding features, functionality and performance of the Services. You agree: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except to use the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The foregoing shall not apply with respect to any information that you can demonstrate (a) is or becomes generally available to the public, or (b) was in your possession or known by you prior to receipt from Buzzback without breach of any agreement or obligation of confidentiality, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed by you without use of any Proprietary Information. You may disclose proprietary Information if it is required to be disclosed by law, statute, rule, a regulator or regulation, court order or legal process, provided that you promptly inform Buzzback of any such requirement (unless prohibited by applicable law) and you disclose no more information than is so required. At the request and option of Buzzback, and in any event upon termination or expiration of these Terms, you shall promptly return, or destroy or permanently erase, all Proprietary Information in your possession or control.
3. Buzzback shall own and retain all right, title and interest in and to the Platform, Services, all improvements, enhancements or modifications thereto and all intellectual property rights related to any of the foregoing.
4. Buzzback and you shall each implement and maintain reasonable and appropriate administrative, technical, physical, and organizational safeguards designed to: (i) ensure the security and confidentiality of your non-public data that you provide to Buzzback and the Services; (ii) protect against any anticipated threats or hazards to the security or integrity of your data; and (iii) protect against unauthorized or unlawful access to or use of your data and against accidental loss or destruction of, or damage to, your data. 
5. Buzzback shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning your Data and data derived therefrom) (collectively, “Usage Data”), and Buzzback will be free (during and after the term hereof) to (i) use such Usage Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Buzzback offerings, and (ii) disclose such Usage Data solely in aggregate or other de-identified form in connection with its business. You may also choose to provide input and suggestions regarding existing functionalities, problems or improvements to the Services (“Feedback”). If you do so then you hereby grant Buzzback an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. Buzzback will have no obligation to provide you with attribution for any Feedback. No rights or licenses are granted except as expressly set forth herein.

10. Term And Termination

1. This Agreement shall commence on the date you subscribe to the Platform and shall be in force for an initial period of twelve (12) months (the “Initial Term”).  The Agreement shall automatically renew for successive twelve (12) month terms (each a “Renewal Term”) unless either side provides written notice of its intent not to renew the Agreement no less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term.  Buzzback reserves the right, in our sole discretion, to terminate this Agreement upon thirty (30) days prior written notice to you for any reason in which event your right to use the Platform and Services is automatically revoked, and your account will be closed.
2.  You understand and agree that Buzzback may be a party to certain third-party service provider agreements that assist in the operation and functionality of the Platform Consequently, you understand and acknowledge that termination of these Terms does not terminate or otherwise impact any arrangement entered into between User and Service Provider. If you attempt to terminate these Terms while you are providing Service Provider Services for any User, you agree that (a) you will continue to be bound by the Terms of Service until all such projects have closed on the Platform and your access to the Platform has been terminated unless you and User agree to cancel the project; (b) Buzzback will continue to perform those Services necessary to complete any open transaction between you and the User; and (c) you will continue to be obligated to provide Service Provider Services as outlined until the date of termination or as of the closure of any open agreement between you and User, whichever is later, for any Services or such other amounts owed under the Terms of Service and to any Service Provider.
3.  If you violate any provision of these Terms, then your authorization to access the Services and these Terms automatically terminates. In addition, Buzzback may, at its sole discretion, terminate these Terms or your account on the Services, or suspend or terminate your access to the Services, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You will pay in full for the Services up to and including the last day on which the Services are provided and in the event you terminate for Buzzback’s’ material breach, Buzzback shall refund to you the pro rata unused portion of any prepaid fees for the remainder of the Term. All sections of these Terms which by their nature survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations and limitations of liability, will survive any such termination.  Notwithstanding anything else herein, the termination of this Agreement will not relieve either party of any obligation (including payment) they may have to other users of the Services, that has already accrued or would otherwise survive the termination of this Agreement. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Services using a different name, email address or other forms of account verification.

11. DISCLAIMER OF WARRANTIES

1. YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BUZZBACK NOR ANY PERSON ASSOCIATED WITH BUZZBACK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM.
2. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW
3.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR BUZZBACK WILL CREATE ANY WARRANTY REGARDING ANY OF THE SERVICES THAT ARE NOT EXPRESSLY STATED IN THESE TERMS. BUZZBACK IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY PORTION OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT BUZZBACK IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

12. Indemnity; Limitation Of Liability

1. You shall defend, indemnify and hold harmless Buzzback, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Buzzback Entities”) from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or arising out of any claim, action or proceeding arising from (a) your provision of services to a Buyer through the Platform (b) your unauthorized use of, or misuse of, the Platform or Services, (c) your User Content or other materials provided by you to any other third parties, (d) your violation of any portion of these Terms, any representation, warranty, or agreement (including any agreement with Third-Party Providers) referenced in these Terms, or any applicable law or regulation; (e) the, infringement, misappropriation or violation of any patent, copyright, trademark or other intellectual property rights or trade secrets; (f) any contractual or other relationship between you and a Buyer or you and a third party; (g) your provision of inaccurate or incomplete information or services to anyone including the Buyer; (h) fees, fines, refunds, returns, chargebacks or other liabilities imposed by any payment processor or merchant; or (i) your failure to timely file any tax information return or report. Buzzback will promptly notify you of any such claim subject to indemnification (provided, however, that the failure to deliver such notice shall not relieve you of your indemnification obligations hereunder, except to the extent of any material prejudice as a direct result of such failure) and Buzzback will give reasonable assistance, at your sole cost and expense. Buzzback reserves the right to assume sole control over defense and settlement of any matter subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. You shall not enter into any settlement or compromise of any such claim in the event such settlement or compromise imposes any liability or obligation on any member of the Buzzback Entities without the prior written consent of the applicable Buzzback Entity). No Buzzback Entity will be responsible for any settlement it does not approve in writing. 
2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE BUZZBACK ENTITIES OR ANY OF OUR THIRD-PARTY SERVICE PROVIDERS  BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR ANY TERMS AND CONDITIONS RELATED THERETO UNDER ANY WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS); OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEE PAID BY CUSTOMER TO COMPANY , IN EACH CASE, WHETHER OR NOT A BUZZBACK ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Buzzback does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, even if you do not recover the fraudulently purchased product.

13. Dispute Resolution and Arbitration 

1. You and Buzzback agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
2.  YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BUZZBACK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
3. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) bring any suit for physical harm, discrimination or sex or gender-based harassment; (c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (d) seek injunctive relief in a court of law in aid of arbitration; or (e) to file suit in a court of law to address an intellectual property infringement claim.
4.  Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by Judicial Arbitration and Mediation Services (“JAMS”) under its Streamlined Arbitration Rules & Procedures (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling JAMS at +1-212-751-2700,, or by contacting Buzzback  
5.  Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Buzzback’s address for Notice is: 1359 Broadway, Suite 1120, New York, New York 10018. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Buzzback may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Buzzback will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Buzzback must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 
7.  Arbitration Relief. Except as provided in Section 7, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Buzzback before an arbitrator was selected, Buzzback will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties , except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
8. No Class Actions. YOU AND BUZZBACK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Buzzback agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.  
9. Modifications to this Arbitration Provision. If Buzzback makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Buzzback’s address for Notice of Arbitration, in which case your account with Buzzback will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

14. Miscellaneous

1. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with Buzzback’s prior written consent, which consent will not be unreasonably withheld or delayed. Any other purported assignment will be void. Buzzback may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Buzzback in any respect whatsoever. The words “including” or “includes” means including or includes (as applicable) without limitation or restriction. Buzzback may, from time to time, change these Terms and you should periodically check for revisions. Revisions to these Terms will be effective immediately except that, for existing users, material revisions will be effective 30 days after the posting or notice to you of the revisions unless otherwise stated. Buzzback may require that you accept modified Terms in order to continue to use the Services.  If you do not agree to the modified Terms, then you should discontinue your use of the Services. The Services may also provide notices to you of such changes to these Terms or other matters by displaying notices or links to notices generally on the Services. Notices to you may also be made via either email or regular mail. You are deemed to be on notice (a) if transmitted via email, when receipt is electronically confirmed, (b) if transmitted by facsimile; the day after it is sent, (c) if sent for next day delivery by recognized overnight delivery service; and upon receipt, or (d) if sent by certified mail, return receipt requested. By using the Services, you consent to receiving electronic communications from us as and agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. The Services are offered by Buzzback LLC with legal notices to 1359 Broadway, Suite 1120, New York, New York 10018. These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any claim or action brought by one of the parties in connection with these Terms will be brought in the appropriate Federal or State court located in Delaware and the parties irrevocably consent to the exclusive jurisdiction of such court.

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