Terms of Use
FAROPOINT TERMS OF SERVICE
Date of Last Revision: June 2021
The following terms of service (as amended from time to time, the “Terms of Service”) are intended to govern your use of the Point-Faro Investments Ltd’s website located at www.faropoint.com (the “Site”), as well as the and related technology features, tools and services offered via the Site. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site or changes made for legal reasons will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FAROPOINT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://faropoint.com/PrivacyPolicy (the “Privacy Policy”). All such terms are hereby incorporated by reference into these Terms of Service.
1. Access and Use of the Site. FAROPOINT offers its Site and as well as the tools found on the Site as a resource to provide the public with information about FAROPOINT and the various investment made by FAROPOINTand its funds. While areas/pages of the Site are accessible by the general public without the requirement of a user name and password, there are certain areas of the Site that require or may require registration. If you choose to register in order to access these areas, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form. Registration data and certain other information about you are governed by the Privacy Policy. If you are under 18 years of age, you are not authorized to access any of the restricted areas of the Site, with or without registering.
2. Member Account, Password and Security: If applicable, you are responsible for maintaining the confidentiality of your FAROPOINT Site password and account, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify FAROPOINT of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Site. FAROPOINT will not be liable for any loss or damage arising from your failure to comply with this Section.
3. Modifications to the Site: FAROPOINT reserves the right to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that FAROPOINT will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
4. General Practices Regarding Use and Storage: You acknowledge that FAROPOINT may establish general practices and limits concerning use of the Site, including without limitation the maximum period of time that data or other content will be retained in your account on the Site and the maximum storage space that will be allotted on FAROPOINT’s servers on your behalf. You agree that FAROPOINT has no responsibility or liability for the deletion or failure to store any data or other content maintained on or uploaded to the Site. You acknowledge that FAROPOINT reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that FAROPOINT reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
5. License: Subject to these Terms of Service, FAROPOINT hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to the Site for your own personal use.
6. Conditions of Use for User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“Content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Site. FAROPOINT reserves the right to investigate and take appropriate legal action against anyone who, in FAROPOINT’s sole discretion, violates this provision, including without limitation, by removing the offending content, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Site in any manner to:
a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) poses or creates a privacy or security risk to any person; or (iv) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable;
b) upload any materials that volates either a contractual or fiduciary obligation to which you are a party;
c) interfere with or disrupt the Site or servers or networks connected to the Site;
d) violate any applicable local, state, national or international law, or any regulations having the force of law in connection with your use of the Site;
e) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
f) further or promote any criminal activity or enterprise or provide instructional information about illegal activities directly or indirectly via the Site;
g) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site.
h) create user accounts by automated means or under false or fraudulent pretenses;
i) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
j) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
k) upload, post, email or transmit, or otherwise make available through the Site any inappropriate, defamatory, infringing, obscene, or unlawful content;
l) upload, post, email or transmit, or otherwise make available through the Site any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law and/or by the Terms of Service;
m) download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
n) remove any copyright, trademark or other proprietary rights notices contained in or on the Site;
o) use any robot, spider, site search/retrieval application, or other devices to retrieve or index any portion of the Site or collect information about its Users for any unauthorized purpose; or
p) submit content that falsely expresses or implies that such content is sponsored or endorsed by FAROPOINT, any of its affiliates or any third parties.
7. Special Notice for International Use; Export Controls: Software available in connection with the Site and the transmission of applicable data, if any, is subject to United States export controls. Recognizing the global Site, including as it concerns online conduct and acceptable content.
8. Commercial Use: Unless otherwise expressly authorized under these Terms of Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, use or upload for any commercial purposes, any portion of the Site. The Service is solely for your personal use.
9. Electronic Communications, Transactions and Disclosures: Because FAROPOINT operates on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, our affiliates and service providers, we also need you to consent to our giving you certain communications and disclosures electronically, either via our Site or to the email address you provide to us when you establish an account.If you require paper copies, you may write to us at the mailing address provided below and paper copies will be sent to you.
10. TCPA Consent: You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
11. Withdrawing Consent: You may withdraw your consent to receive communications and disclosures from Faropoint, our affiliates and service providers by sending a request to office@faropoint.com or by writing to us at Point-Faro Investments Ltd, 2 Hashlosha St. Tel Aviv, Israel. We reserve the right to terminate your account on the Site if you withdraw your consent.
12. Securities Offering Matters General. Notwithstanding anything to the contrary in these Terms of Service, in no event shall anything in these Terms of Service be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, as amended (the “Securities Act”), Section 29(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 5 or any other applicable provision of federal and state securities laws. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering featured on or via this Site. Those pages and tools on our Site that relate to the viewing of actual investment opportunities may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where FAROPOINT is not authorized to provide such information or services. Any Investment overviews on the Site which contain summaries of the principal business terms are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by FAROPOINT without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
13. Third Party Distribution Channels. To the extent that you utilize any other third party products and services in connection with your use of the Site, you agree to comply with all applicable terms of any agreement for such third party products and services.
14. Intellectual Property Rights Service Content, Software and Trademarks: You acknowledge and agree that the Site contains content and features (the “Site Content”) which are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by FAROPOINT, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Site. In connection with your use of the Site you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by FAROPOINT from accessing the Site (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Site Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Site or distributed in connection therewith are the property of FAROPOINT, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by FAROPOINT. The FAROPOINT name and logos are trademarks and service marks of FAROPOINT (collectively the “FAROPOINT Trademarks”). Other company, product, and service names and logos used and displayed via the Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to FAROPOINT. Nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of FAROPOINT Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of FAROPOINT Trademarks will inure to our exclusive benefit.
15. User Content Transmitted Through the Site: With respect to the content, data or other materials you input or upload through the Site (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You hereby grant and will grant FAROPOINT and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Site, and the advertising, marketing and promotion thereof. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions”), provided by you to FAROPOINT are non-confidential and FAROPOINT will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You acknowledge and agree that FAROPOINT may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of FAROPOINT, its users and the public. You understand that the technical processing and transmission of the Site features, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
16. Third Party Websites: The Site may provide, or third parties may provide, links or other access to other sites and resources on the Internet. FAROPOINT has no control over such sites and resources and FAROPOINT is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that FAROPOINT will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Site are between you and the third party, and you agree that FAROPOINT is not liable for any loss or claim that you may have against any such third party.
17. Indemnity and Release: You agree to release, indemnify and hold FAROPOINT and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site, any User Content, your connection to the Site, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
18. Disclaimers: YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FAROPOINT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. FAROPOINT MAKES NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.
19. Limitation of Liability YOU EXPRESSLY UNDERSTAND AND AGREE THAT FAROPOINT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FAROPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL FAROPOINT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID FAROPOINT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
20. Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Site infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing FAROPOINT’s Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit FAROPOINT to locate the material;
Information reasonably sufficient to permit FAROPOINT to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
Pursuant to Section 512(c)(2) of the Copyright Act, FAROPOINT designates the following agent to receive notifications of claimed infringement: General Counsel, Point-Faro Investments Ltd, 2 Hashlosha st. Tel Aviv, Israel, or support@faropoint.com. For the avoidance of doubt, only DMCA notices should go to FAROPOINT’s Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
21. Dispute Resolution by Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and FAROPOINT, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and FAROPOINT are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND FAROPOINT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FAROPOINT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution. FAROPOINT is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@FAROPOINT.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to FAROPOINT should be sent to Point-Faro Investments Ltd., 2 Hashlosha St. Tel Aviv, Israel, Attention Dispute Resolution (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If FAROPOINT and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or FAROPOINT may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by FAROPOINT or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or FAROPOINT is entitled.
d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless FAROPOINT and you agree otherwise, any arbitration hearings will take place in Memphis TN. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, FAROPOINT agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, FAROPOINT will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, FAROPOINT will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, FAROPOINT will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Terms of Service to the contrary, FAROPOINT agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending FAROPOINT written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service). i. Compliance with Federal Securities Laws BY AGREEING TO BE SUBJECT TO THE ARBITRATION PROVISION CONTAINED IN THIS AGREEMENT, INVESTORS WILL NOT BE DEEMED TO WAIVE FAROPOINT’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
22. Termination: You agree that FAROPOINT, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if FAROPOINT believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Site, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Site under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that FAROPOINT may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or to the Site. Further, you agree that FAROPOINT will not be liable to you or any third party for any termination of your access to the Site.
23. General: These Terms of Service constitute the entire agreement between you and FAROPOINT and govern your use of the Site, superseding any prior agreements between you and FAROPOINT with respect to the Site. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and FAROPOINT agree to submit to the personal and exclusive jurisdiction of the state or federal courts situated in Memphis, TN. The failure of FAROPOINT to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of FAROPOINT, but FAROPOINT may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Your Privacy at FAROPOINT is subject to our Privacy Policy available at https://faropoint.com/PrivacyPolicy. By using the Site, you consent to our collection and use of personal data as outlined therein.
29. Notice for California Users: Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Point-Faro Investments Ltd, 2 Hashlosha St. Tel Aviv, Israel.
Questions? Concerns? Suggestions? Please contact us at info@faropoint.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Site.
