TERMS OF SERVICE


Terms of Use
Last Reviewed: July 25, 2021 

Welcome to https://www.poised.com. (the “Website”). This Terms of Use Agreement (the “Agreement”) is made and entered into by and between you and Poised, Inc. (the “Company”, “us”, “we”, or “our”). ThisAgreement sets forth the terms and conditions that govern your use of and access to the Website, our desktop application Poised and any products, materials, and services provided by or on the Website (collectively, the “Services”).

Please read these Terms carefully before using this website. This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.  

1.  Acceptance of this Agreement.
1.1 Acceptance Through Using or Accessing the Services. By accessing or using the Services, you agree to be bound by the terms and conditions of this Agreement on behalf of yourself or the entity or organization that you represent. If you do not agree to the terms and conditions of this Agreement, you may not use or access the Services and must exit the Website immediately. 

1.2 Eligibility Requirements to Use orAccess the Services.
To use the Website or any other Services, you must be (i) at least 18 years old, (ii) a resident of the United States, and (iii) not a competitor of or using the Services for purposes that are competitive with the Company. By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. You also represent and warrant that you have the right, authority, and capacity to enter into this Agreement on your behalf or the entity or organization that you represent. If you do not meet all these requirements, you may not use or access the Services.

1.3 Changes to this Agreement.
The Company reserves the right to change thisAgreement from time to time in its sole discretion. Except for changes made for legal or administrative purposes, the Company will provide reasonable advance notice before the changes become effective. All changes will apply to your use of and access to the Services from the date the changes become effective and onwards. For new users, the changes will be effective immediately.  Your continued use of or access to the Services following any changes to thisAgreement shall constitute your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes. You should check this page frequently so that you are aware of any changes since they are binding on you.

2.  Access to the Services.(a) Changes to Your Access and the Services. 
The Services may change from time to time as the Company evolves, refines, or adds more features to the Services. The Company reserves the right to modify, withdraw, or discontinue the Services, in whole or in part, at any time without notice to you. You agree that the Company shall have no liability to you or any third party for any losses or damages caused by theServices not being available, in whole or in part, at any time or for any period.
(a) Access to Services. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, use or access the Services, such as hardware, software, internet service and telecommunications services. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with theServices.
(b) Creating an Account. You may be required to register for an account and provide certain information about yourself to access the Services or certain features of the Services. You promise to provide us with accurate, complete, and updated information about yourself. The Company may have different types of accounts for different users. If you connect to any Services with a third-party service, you grant us permission to access and use your information from such service as permitted by that service to store your login credentials for that service. All information that you provide will be governed by the PrivacyPolicy on our website. You consent to all actions that we may take with respect to your information consistent with our Privacy Policy. By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at.
(c) AccountResponsibilities. You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities associated with your account. Your account is personal to you and you agree not to provide any other person with access to the Services or any portions of it using your username, password, or other security information. You should ensure that you exit from your account at the end of each session. You should use extra caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may not transfer your account to anyone else without our prior written permission. You agree to notify theCompany immediately of any actual or suspected unauthorized use of your account or any other breach of security. The Company will not be liable for any losses or damages arising from your failure to comply with the above requirements. You will be held liable for losses or damages incurred by the Company or any third party due to someone else using your account or password.

(d) Terminationor Deletion of an Account. The Company shall have the right tosuspend or terminate your account at any time in our sole discretion for any orno reason, including if we determine that you have violated any terms orconditions of this Agreement. You may delete your account at any time, forany reason, by following the instructions on the Website. If you cancel after yoursubscription renewal date, you will not receive a refund for any amounts thathave been charged. Your cancellation will be effective at the end of yourthen-current subscription period, subject to applicable law, and you may usethe Services until your cancellation is effective (unless your access issuspended or terminated as set forth below).(

e) Purchase. If you wish topurchase any product or service made available through Service (“Purchase”),you may be asked to supply certain information relevant to your Purchaseincluding, without limitation, your credit card number, the expiration date ofyour credit card, your billing address, and your shipping information. Yourepresent and warrant that: (i) you have the legal right to use any creditcard(s) or other payment method(s) in connection with any Purchase; and that(ii) the information you supply to us is true, correct and complete. We mayemploy the use of third party services for the purpose of facilitating paymentand the completion of Purchases. By submitting your information, you grant usthe right to provide the information to these third parties subject to ourPrivacy Policy. We reserve the right to refuse or cancel your order at any timefor reasons including but not limited to: product or service availability,errors in the description or price of the product or service, error in yourorder or other reasons. We reserve the right to refuse or cancel your order iffraud or an unauthorized or illegal transaction is suspected.

(f) Subscriptions and Free Trial. Someparts of Service are billed on a subscription basis (“Subscription(s)”). Youwill be billed in advance on a recurring and periodic basis (“Billing Cycle”).Billing cycles are set on a monthly basis. At the end of each Billing Cycle,your Subscription will automatically renew under the exact same conditionsunless you cancel it or we cancel it. You may cancel your Subscription renewaleither through your online account management page or by contacting ourcustomer support team. A valid payment method, including credit card, isrequired to process the payment for your subscription. You shall provide uswith accurate and complete billing information including full name, address,state, zip code, telephone number, and a valid payment method information. Bysubmitting such payment information, you automatically authorize us to chargeall Subscription fees incurred through your account to any such paymentinstruments. Should automatic billing fail to occur for any reason, we willissue an electronic invoice indicating that you must proceed manually, within acertain deadline date, with the full payment corresponding to the billingperiod as indicated on the invoice.We may, at its sole discretion,offer a Subscription with a free trial for a limited period of time (“FreeTrial”). You may be required to enter your billing information in order to signup for Free Trial. If you do enter your billing information when signing up forFree Trial, you will not be charged by us until Free Trial has expired. On thelast day of Free Trial period, unless you cancelled your Subscription, you willbe automatically charged the applicable Subscription fees for the type ofSubscription you have selected. At any time and without notice, we reserve theright to (i) modify Terms of Service of Free Trial offer, or (ii) cancel suchFree Trial offer.

(g) Fee Changes and Refund. We, in oursole discretion and at any time, may modify Subscription fees for theSubscriptions. Any Subscription fee change will become effective at the end ofthe then-current Billing Cycle. We will provide you with a reasonable priornotice of any change in Subscription fees to give you an opportunity toterminate your Subscription before such change becomes effective. Yourcontinued use of Service after Subscription fee change comes into effectconstitutes your agreement to pay the modified Subscription fee amount. Exceptwhen required by law, paid Subscription fees are non-refundable.(f) “User Content” refers to thetext, documents, and other content and information you enter, upload, andtransmit when you use our Services. You own the intellectual property rights inyour User Content. As a result, we need your permission (in legal language,this is called a license) to use your User Content to provide our Site,Software and Services to you. You grant us a license to your User Content forthe limited purposes of: Operating and improving the Site, Software andServices (for example, your acceptance or rejection of suggestions may helptrain our suggestion engine); Protecting the Site, Software and Services (forexample, we may analyze patterns in usage to prevent abuse); Customizing theSite, Software and Services (for example, we may use your User Content tocreate personalized suggestions); and Developing new technologies and services(for example, creating our tone detector). The license you give us is only forthe above purposes. That means we will not, for example, sell or license yourUser Content to third-party data brokers. The license you grant us is: Worldwide;Non-exclusive (meaning you own your User Content and can license it to otherpeople and companies); Royalty-free (meaning we don’t pay you for it); and For as long as your User Content is protected by intellectual property laws.The license you give us allows usto, solely for the purposes outlined above, store, reproduce, use, publish andpublicly display to you, modify and create derivative works of (such asproviding writing suggestions and auto-correcting words), and permit (this iscalled a sublicense) our service providers to process your User Content solelyfor the purpose of helping us provide the Poised Site, Software and Services toyou. We do not own, control, verify, or endorse User Content. You areresponsible for all your User Content. That means you should back up all yourUser Content and not do anything illegal or harmful with it (including violate any intellectual property or trade secret laws).3.

  Policy for Using the Services.
3.1 Prohibited Uses.    You may use the Services for lawful purposes only andin accordance with this Agreement. You agree not to use the Services in any waythat could damage the Services or general business of the Company. You may onlyuse the Services for your own personal, non-commercial use, and not on behalfof or for the benefit of any third party.

3.2 ProhibitedActivities.Youfurther agree not to engage in any of the following prohibited activities inconnection with using the Services:
(a)  No Violation of Laws or Obligations. Violate any applicable laws or regulations (including intellectualproperty laws and right of privacy or publicity laws) or any contractualobligations.
(b) No Unsolicited Communications. Sendany unsolicited or unauthorized advertising, promotional materials, spam, junkmail, chain letters, or any other form of unsolicited communications, whethercommercial or otherwise.

(c)  No Impersonation. Impersonateothers or otherwise misrepresent your affiliation with a person or entity in anattempt to mislead, confuse, or deceive others.(d) No Harming of Minors. Exploit orharm minors in any way, including exposing inappropriate content or obtainingpersonally identifiable information.(e)  No Interference with Others’ Enjoyment. Harass or interfere with anyone’s use or enjoyment of the Services, or expose the Company or other users to liability or other harm.
(f)  No Interference or Disabling of the Services. Use any device, software, or routine that interfereswith the proper working of the Services, or take any action that may interferewith, disrupt, disable, impair, or create an undue burden on the infrastructureof the Services, including servers or networks connected to the Website.
(g) No Monitoring or Copying Material. Copy,monitor, distribute, or disclose any part of the Services by automated ormanual processes, devices or means. This includes, without limitation, usingautomatic devices such as robots, spiders, offline readers, crawlers, orscrapers to strip, scrape, or mine data from the Website; provided, however, that the Companyconditionally grants to the operators of public search engines revocablepermission to use spiders to copy materials from the Website for the solepurpose of and solely to the extent necessary for creating publicly availablesearchable indices of the materials, but not caches or archives of suchmaterials.
(h) No Viruses, Worms, or Other Damaging Software. Upload, transmit, or distribute to or through theServices any viruses, Trojan horses, worms, logic bombs, or other materialsintended to damage or alter the property of others, including attacking theServices via a denial-of-service or distributed denial-of-service attack.
(i)   No Unauthorized Access or Violation of Security. Violate the security of the Services through
(i) anyattempt to gain unauthorized access to the Services or to other systems or networks connected to the Services,
(ii) the breach or circumvention ofencryption or other security codes or tools, or (iii) data mining orinterference to any server, computer, database, host, user, or networkconnected to the Services.
(j)   No Reverse Engineering. Reverseengineer, decompile, or otherwise attempt to obtain the source code or underlying information of or relating to the Services.
(k) No Collecting User Data. Collect,harvest, or assemble any data or information regarding any other user withouttheir consent. This includes, without limitation, their emails, usernames, orpasswords.
(l)   No Other Interference. Otherwise attempt to interfere with the proper working of the Services.(m) Attempt or Assist Others in Attempting. Attempt any of the fore going or assist, permit, or encourage others to do or attempt any of the foregoing.

3.3 Geographic Restrictions.
TheCompany is based in the United States. The Services are for use by persons located in the United States only. By choosing to access the Services from anylocation other than the United States, you accept full responsibility forcompliance with all local laws. The Company makes no representations that theServices or any of its content are accessible or appropriate outside of theUnited States. 

4.  Intellectual Property Rights.

4.1 Ownership of Intellectual Property. You acknowledge that all intellectual property rights, including copyrights,trademarks, trade secrets, and patents, in the Services and its contents,features, and functionality (collectively, the “Content”), are owned by the Company,its licensors, or other providers of such material. The Content is protected bythe U.S. and international intellectual property or proprietary rights laws.Neither this Agreement nor your access to the Services transfers to you anyright, title, or interest in or to such intellectual property rights. Anyrights not expressly granted in this Agreement are reserved by the Company andits licensors. 

4.2 License to Use the Services. During the Term of this Agreement, the Company grantsyou a limited, non-exclusive, non-transferable, non-sublicensable, andrevocable license to use and access the Content solely for personal andnon-commercial use only in accordance with this Agreement. The Content may notbe used for any other purpose. This license will terminate upon your cessationof use of the Services or at the termination of this Agreement.

4.3 Certain Restrictions.
Therights granted to you in this Agreement are subject to the followingrestrictions: (a)   No Copying or Distribution.You shall not copy, reproduce, publish,display, perform, post, transmit, or distribute any part of the Content in anyform or by any means except as expressly permitted herein or as enabled by afeature, product, or the Services when provided to you.(b)   No Modifications. You shall not modify, create derivative works from,translate, adapt, disassemble, reverse compile, or reverse engineer any part ofthe Content.(c)   No Exploitation. You shall not sell, license, sublicense, transfer, assign,rent, lease, loan, host, or otherwise exploit the Content or the Services inany way, whether in whole or in part.(d)   No Altering of Notices. You shall not delete or alter any copyright,trademark, or other proprietary rights notices from copies of the Content.(e)   No Competition. You shall not access or use the Content in order tobuild a similar or competitive website, product, or service.(f)    Systematic Retrieval. You shall not use any information retrieval systemto create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or other data from the Services.

4.4 Trademark Notice.
Alltrademarks, logos, and service marks displayed on the Services are either theCompany’s property or the property of third parties. You may not use suchtrademarks, logos, or service marks without the prior written consent of theirrespective owners.5.  Assumption of Risk.Theinformation presented on or through the Services is made available for generalinormation purposes only. The Company does not warrant the accuracy,completeness, suitability or quality of any such information. Any reliance onsuch information is strictly at your own risk. The Company disclaims allliability and responsibility arising from any reliance placed on such informationby you or any other user to the Services, or by anyone who may be informed ofany of its contents.6.   Privacy.For information abouthow the Company collects, uses, and shares your information, please review ourPrivacy Policy. You agree that by using the Services you consent to thecollection, use, and sharing (as set forth in the Privacy Policy - https://www.poised.com/privacy) of such information. The Children’s OnlinePrivacy Protection Act requires that online service providers obtain parentalconsent before they knowingly collect personally identifiable informationonline from children who are under 13 years old. We do not knowinglycollect or solicit personally identifiable information from childrenunder 13 years old. If you are a child under 13 years old,please do not attempt to register for the Services or send any personalinformation about yourself to us. If we learn we have collected personalinformation from a child under 13 years old, we will delete that informationas quickly as possible. If you believe that a child under 13 yearsold may have provided us personal information, please contact us.7.  Third-Party Links and Ads.The Services may contain links to third-party websites,resources, and services, as well as advertisements (collectively, “Third-Party Links”).Third-Party Links are provided for your convenience only. The Company does notreview, approve, monitor, endorse, warrant, or make any representations withrespect to Third-Party Links. The Company has no control over the contents,products, or services of any Third-Party Link and accepts no responsibility forthem or for any loss or damage that may arise from your use of them. If youdecide to access any Third-Party Link, you do so entirely at your own risk andsubject to the terms and conditions of use for such Third-Party Link. Youshould make whatever investigation you feel necessary or appropriate beforeproceeding with any transaction in connection with any Third-Party Link. The Company has no responsibility or liabilityfor such third party products or manufacturer-provided firmware. 

8.   Termination.

8.1 Termination. The Company may suspend or terminate your access or rights to use the Services at any time, for any reason, in our sole discretion, and without prior notice, including for any breach of the terms of thisAgreement. Upon termination of your access or rights to use the Services, your right to access and use the Services will immediately cease. The Company will not have any liability whatsoever to you for any suspension or termination of your rights under this Agreement, including for termination of your account. 

8.2 Effect of Termination.
Upon termination of this Agreement, any provisions that by their nature should survive termination shall remain in full force and effect. This includes, without limitation, ownership or intellectual property provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to termination or limit any liability that you otherwise may have to the Company or any third party.

9.  No Warranty.
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE,GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

10.   Limitation of Liability.
TOTHE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY ORITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES,AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSOF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OFDATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.TOTHE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES,AGENTS, OFFICERS, AND DIRECTORS, TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF ONE HUNDRED ($100) DOLLARS OR THE AGGREGATE AMOUNTS PAID TO THE COMPANY IN THE LAST SIX (6) MONTHS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

11.   Indemnification.
You agree to indemnify, defend, and hold harmless the Company and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”)from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and other costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or relating to your breach of this Agreement or your use or misuse of the Services including, but not limited to, any actions taken by a third party using your account. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims.

12.   Disputes.

12.1 Governing Law.
All matters relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governedby, and construed in accordance with, the laws of the State of California,without giving effect to any conflict of law principles. 

12.2 Dispute Resolution.
‍Please read this Section carefully. It containsprocedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.Anydispute, claim or controversy arising out of or relating to this Agreement, orthe breach, termination, enforcement, interpretation or validity thereof, shallbe submitted to and decided by a single arbitrator by binding arbitration underthe rules of the American Arbitration Association in the Cityof San Francisco, California. The decision of thearbitrator shall be final and binding on the parties and may be entered ande nforced in any court of competent jurisdiction by either party. The prevailingparty in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expensesincurred directly or indirectly in connection with the proceedings, unless thearbitrator shall for good cause determine otherwise. All arbitrations shall proceed on an individual basis. You agree that you may bringclaims against the Company in arbitration only in your individual capacity andin so doing you hereby waive the right to a trial by jury, to assert orparticipate in a class-action lawsuit or class action arbitration (either as anamed-plaintiff or class member), and to assert or participate in any joint orconsolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstandinganything to the contrary under the rules of the American ArbitrationAssociation, the arbitrator may not consolidate more than one person’s claims,and may not otherwise preside over any form of a representative or classproceeding. If a court decides that applicable law precludes enforcement of anyof this paragraph’s limitations as to a particular claim for relief, then thatclaim (and only that claim) must be severed from the arbitration and may bebrought in court.YOUUNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

12.3 Limitation to Time to File
Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUTOF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE(1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

13.   Miscellaneous.

13.1 Waiver.
Except as otherwise set forth in this Agreement, no failure of the Company to exercise, or delay by the Company in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.2 Severability.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or un enforceability shall not affect any other term or provision of thisAgreement or invalidate or render unenforceable such term or provision in anyother jurisdiction. 

13.3 Entire Agreement.
This Agreement, together with all documents referenced herein, constitutes the entire agreement between you and the Company with respect to the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.

13.4 Headings.  
Headings and titles of sections, clauses, and parts in this Agreement are for convenience only. Such headings and titles shall not affect the meaning of any provisions of the Agreement. 

13.5 No Agency, Partnership or JointVenture.  
No agency, partnership, or joint venture has been created between you and the Company as a result of this Agreement. You do not have any authority of any kind to bind the Company in any respect whatsoever.

13.6 Assignment.
You shall not assign or delegate any of your rights or obligations under thisAgreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations here under. The Company may freely assign or delegate its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.

13.7 Export Laws.The Services may be subject to U.S. export control laws and regulations. You agree to abide by these laws and their regulations(including, without limitation, the Export Administration Act and the ArmsExport Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the Services to either a foreign national or a foreign destination in violation of such laws or regulations.

14.   Contact Information.
Allfedback, comments, requests for technical support, and other communicationsrelating to the Services should be directed to support@poised.com.