Terms & Conditions
- Scope of Services
1.1 The Bridges International Student & School Services (“BISS”) Platform is an online student matching service that enables registered students (“Students”) and registered institutions of post-secondary and higher learning (“Institutions”) (both Students and Institutions together referred to as “Users”) to create a profile and publish such information on the BISS Platform (“Profile”) and to communicate and transact directly with each other for the purposes of Institutions recruiting Students for enrollment and for Students to select Institutions to attend for educational purposes.
1.2 As the provider of the BISS Platform, BISS does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Profile or other User information. Users alone are responsible for the accuracy of the information in their Profiles. When Institutions recruit a Student, and if Students accept recruitment, they are entering into a contract directly with each other. BISS is not and does not become a party to or other participant in any contractual relationship between Students and Institutions. BISS is not acting as an agent in any capacity for any Student or Institution.
1.3 BISS has no control over and does not guarantee (i) the quality, suitability, or legality of any Profiles, (ii) the truth or accuracy of any Profile descriptions, Ratings, or other User Content (as defined below), or (iii) the performance or conduct of any User. BISS does not endorse any Student, Profile or Institution. Any references to a Student being “verified” (or similar language) only indicate that the Student has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by BISS about any Student, including of the Student’s identity or background or whether the Student is trustworthy, safe or suitable. A Institution should always exercise due diligence and care when deciding whether to recruit any Student or communicate and interact with Students, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Student at the time the photograph was taken and are therefore not an endorsement by BISS of any Student or Profile.
1.4 If you choose to use the BISS Platform as a Student or Institution, your relationship with BISS is limited to being an independent, third-party, and not an employee, agent, joint venture or partner of BISS for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of BISS. BISS does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with any recruitment activities. You acknowledge and agree that you have complete discretion whether to create or view a Profile or otherwise engage in other business or recruitment activities.
1.5 To promote the BISS Platform and to increase the exposure of Profiles to potential Institutions and Students as relevant, Profiles and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Students who speak different languages, Profiles and other User Content may be translated, in whole or in part, into other languages. BISS cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The BISS Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.6 Due to the nature of the Internet, BISS cannot guarantee the continuous and uninterrupted availability and accessibility of the BISS Platform. BISS may restrict the availability of the BISS Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the BISS Platform. BISS may improve, enhance and modify the BISS Platform and introduce new BISS Services from time to time.
- Eligibility, Using the BISS Platform, Member Verification
2.1 In order to access and use the BISS Platform or register a BISS Account you must be an individual at least 18 years old or a duly organized, validly existing Institution in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor, in the case of Institutions, your campus or educational services are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 BISS may make access to and use of the BISS Platform, or certain areas or features of the BISS Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a User’s Profile or usage history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the BISS Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the BISS Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the BISS Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
- Modification of these Terms
BISS reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the BISS Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the BISS Platform will constitute acceptance of the revised Terms.
- Account Registration
4.1 You must register an account (“BISS Account“) to access and use certain features of the BISS Platform, such as viewing the Profile of a Student or Institution and communicating with any User. If you are registering a BISS Account for a Institution or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.3 You must provide accurate, current and complete information during the registration process and keep your BISS Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) BISS Account unless BISS authorizes you to do so. You may not assign or otherwise transfer your BISS Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your BISS Account credentials and may not disclose your credentials to any third party. You must immediately notify BISS if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your BISS Account. You are liable for any and all activities conducted through your BISS Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
- Content
5.1 BISS may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the BISS Platform (“User Content“); and (ii) access and view any content that BISS itself makes available on or through the BISS Platform, including proprietary BISS content and any content licensed or authorized for use by or through BISS from a third party (“BISS Content” and together with User Content, “Collective Content“).
5.2 The BISS Platform, BISS Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the BISS Platform and BISS Content, including all associated intellectual property rights, are the exclusive property of BISS and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the BISS Platform, BISS Content or Student Content. All trademarks, service marks, logos, trade names, and any other source identifiers of BISS used on or in connection with the BISS Platform and BISS Content are trademarks or registered trademarks of BISS in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the BISS Platform, BISS Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the BISS Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by BISS or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, BISS grants you a limited, 1 (one) year, non-exclusive, non-sub licensable, revocable, non-transferable license to (i) use the BISS Platform on your personal device(s); and (ii) access and view any Collective Content made available on or through the BISS Platform and accessible to you, solely for your personal and non-commercial use.
5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the BISS Platform, Users grant to BISS a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the BISS Platform, in any media or platform. Insofar as Student Content (including Verified Images) includes personal information, such Student Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, BISS does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
5.6 Not Used.
5.7 You are solely responsible for all User Content that you make available on or through the BISS Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the BISS Platform or you have all rights, licenses, consents and releases that are necessary to grant to BISS the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or BISS’s use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates BISS’s Content Policy or any other BISS policy. BISS may, without prior notice, remove or disable access to any Member Content that BISS finds to be in violation of applicable law, these Terms or BISS’s then-current Policies or Standards, or otherwise may be harmful or objectionable to BISS, its Members, third parties, or property.
5.9 If you believe that any content on the BISS Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
- Service Fees
6.1 BISS may charge fees to Students (“Student Fees“) and/or Institutions (“Institution Fees“) (collectively, “Service Fees“) in consideration for the use of the BISS Platform.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a User prior to any User being charged such Service Fees. BISS reserves the right to change the Service Fees at any time and will provide Users adequate notice of any fee changes before they become effective.
6.3 You are responsible for paying any Service Fees that you owe to BISS. The applicable Service Fees (including any applicable Taxes) are collected by BISS Payments. Except as otherwise provided on the BISS Platform, Service Fees are non-refundable.
- Accuracy of Information
7.1 Terms applicable to Institutes
7.1.1 When creating a Profile through the BISS Platform Institutions must (i) provide complete and accurate information about your Institution (such as description, location, facilities, and entry requirements), (ii) disclose any deficiencies, restrictions (such as minimum requirement cutoffs) and any other requirements that apply (such as any minimum age, proficiency or experience requirements) and (iii) provide any other pertinent information requested by BISS.
7.1.2 You are solely responsible for setting your tuition fees (including any Taxes if applicable) for your Profile (“Tuition”). Once a Student accepts an offer of enrollment from you, you may not request that the Student pays a higher Tuition than listed on your Profile at the time the Student accepts your offer of enrollment, unless the Student has agreed to such Tuition in writing before acceptance of your offer of enrollment.
7.1.3 You must also set and submit the estimated total out of pocket expenses (“TOPE”) expected to be borne by the Student during the first year of enrollment. You may not alter your TOPE after a Student accepts an offer of enrollment. You agree that BISS on behalf of any Student may claim or otherwise enforce, including through an order of specific performance, the Tuition or TOPE initially set by you if you subsequently raise the tuition after the Student accepts your offer of enrollment.
7.1.4 Pictures, animations or videos (collectively, “Images“) used in your Profile must accurately reflect the quality and condition of your Institution and educational services. BISS reserves the right to require that Profiles have a minimum number of Images of a certain format, size and resolution.
7.1.5 The placement and ranking of Profiles in search results on the BISS Platform may vary and depend on a variety of factors, such as User search parameters and preferences, User requirements, Tuition, number and quality of Images, and/or Reviews and Ratings.
7.1.6 When you offer enrollment to a Student and a Student accepts such offer, you are entering into a legally binding agreement with the Student. You agree to pay the applicable Service Fee and any applicable Taxes.
- Not Used.
- Testimonials
10.1 Users may submit feedback and testimonials regarding their experience on the BISS Platform. If you submit such feedback and/or testimonial, you authorize BISS to use such items for internal improvement of processes and procedures as well as for marketing purposes.
- Taxes
13.1 Institutions are solely responsible for determining their obligations to report, collect, remit or include in Tuition Fees any applicable VAT or other indirect sales taxes, or income taxes or other taxes (“Taxes“).
13.2 Tax regulations may require us to collect appropriate Tax information from Institutions and/or Students, or to withhold Taxes from payouts, if any, to Institutions, Students, or both. If a User fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
- Prohibited Activities
14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the BISS Platform. In connection with your use of the BISS Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
- use the BISS Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies BISS endorsement, partnership or otherwise misleads others as to your affiliation with BISS;
- copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the BISS Platform in any way that is inconsistent with BISS’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
- use the BISS Platform in connection with the distribution of unsolicited commercial messages (“spam”);
- offer, as an Institution, any facility, enrollment, or other service that you do not yourself own or have permission to make available through the BISS Platform;
- contact another User for any purpose other than communicating about any information on the BISS Platform, a Profile, an offer of enrollment, or the User’s use of the BISS Platform, including, but not limited to, recruiting or otherwise soliciting any User to enroll in an Institution without our prior written approval;
- use the BISS Platform to request, make or accept an offer of enrollment independent of the BISS Platform, to circumvent any Service Fees or for any other reason;
- request, accept or make any payment for Service Fees outside of the BISS Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold BISS harmless from any liability for such payment;
- discriminate against or harass anyone on the basis of race, national origin, physical or mental disability, medical condition, marital status, age or otherwise engage in any violent, harmful, abusive or disruptive behavior;
- use, display, mirror or frame the BISS Platform or Collective Content, or any individual element within the BISS Platform, BISS’s name, any BISS trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the BISS Platform, without BISS’s express written consent;
- dilute, tarnish or otherwise harm the BISS brand in any way, including through unauthorized use of Collective Content, registering and/or using BISS or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to BISS domains, trademarks, taglines, promotional campaigns or Collective Content;
- use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the BISS Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by BISS or any of BISS’s providers or any other third party to protect the BISS Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the BISS Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the BISS Platform;
- export, re-export, import, or transfer any intellectual property of BISS except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
14.2 You acknowledge that BISS has no obligation to monitor the access to or use of the BISS Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the BISS Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist BISS in good faith, and to provide BISS with such information and take such actions as may be reasonably requested by BISS with respect to any investigation undertaken by BISS or a representative of BISS regarding the use or abuse of the BISS Platform.
14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to BISS by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
- Term and Termination, Suspension and other Measures
15.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or BISS terminate the Agreement in accordance with this provision.
15.2 You may terminate this Agreement at any time by sending us an email. If you cancel your BISS Account as a Institution, any confirmed matches with Students for which Service Fees are outstanding will be paid immediately.
15.3 Without limiting our rights specified below, BISS may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
15.4 BISS may immediately, without notice, terminate this Agreement and/or stop providing access to the BISS Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) BISS believes in good faith that such action is reasonably necessary to protect the personal safety or property of BISS, its Users, or third parties (for example in the case of fraudulent behavior of a User).
15.5 In addition, BISS may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the BISS Account registration or thereafter, (iv) you and/or your Profile or services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or BISS otherwise becomes aware of or has received complaints about your performance or conduct, (vi) for Institutions, if you have repeatedly failed to offer enrollment to confirmed matches with Students without a valid reason, or (vii) BISS believes in good faith that such action is reasonably necessary to protect the personal safety or property of BISS, its Users, or third parties, or to prevent fraud or other illegal activity:
- refuse to surface, delete or delay any Profile, Ratings, Reviews, or other User Content;
- limit your access to or use of the BISS Platform;
- temporarily or permanently revoke any special status associated with your BISS Account;
- temporarily or in case of severe or repeated offenses permanently suspend your BISS Account and stop providing access to the BISS Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by BISS and an opportunity to resolve the issue to BISS’s reasonable satisfaction.
15.6 When this Agreement has been terminated, you are not entitled to a restoration of your BISS Account or any of your User Content. If your access to or use of the BISS Platform has been limited or your BISS Account has been suspended or this Agreement has been terminated by us, you may not register a new BISS Account or access and use the BISS Platform through an BISS Account of another User.
15.8 Sections 5 and 16 to 22 of these Terms shall survive any termination or expiration of this Agreement.
- Disclaimers
If you choose to use the BISS Platform or Collective Content, you do so voluntarily and at your sole risk. The BISS Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the BISS Services, laws, rules, or regulations that may be applicable to your Profile and/or services you are receiving and that you are not relying upon any statement of law or fact made by BISS relating to enrollment by any Student in any Institution.
If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
- Liability
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the BISS Platform and Collective Content, your publishing or offering enrollment via the BISS Platform, or any other interaction you have with other Users whether in person or online remains with you. Neither BISS nor any other party involved in creating, producing, or delivering the BISS Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the BISS Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the BISS Platform, or (iv) from your publishing of information or offering enrollment, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not BISS has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will BISS’s aggregate liability arising out of or in connection with these Terms and your use of the BISS Platform including, but not limited to, from your publishing and User Content or offering enrollment via the BISS Platform, or from the use of or inability to use the BISS Platform or Collective Content and in connection with any interactions with any other Users, exceed the amounts you have paid or owe for Service Fees via the BISS Platform in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between BISS and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect BISS’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
- Indemnification
To the maximum extent permitted by applicable law, you agree to release, defend (at BISS’s option), indemnify, and hold BISS and its affiliates and subsidiaries, including but not limited to, their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the BISS Platform or any BISS Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, (iv) BISS’s collection and remittance of relevant Taxes, or (v) your breach of any laws, regulations or third party rights.
- Dispute Resolution and Arbitration Agreement
19.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against BISS in the United States (to the extent not in conflict with Section 21).
19.2 Overview of Dispute Resolution Process. BISS is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process: (1) an informal negotiation directly with BISS’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 19 and except as provided in Section 19.6). Specifically, the Consumer Arbitration Rules provide:
- Claims can be filed with AAA online (www.adr.org);
- Arbitrators must be neutral and no party may unilaterally select an arbitrator;
- Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
- Parties retain the right to seek relief in small claims court for certain claims, at their option;
- The initial filing fee for the consumer is capped at $200;
- The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
- The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
19.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and BISS each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact BISS’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
19.4 Agreement to Arbitrate. You and BISS mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the BISS Platform or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and BISS agree that the arbitrator will decide that issue.
19.5 Exceptions to Arbitration Agreement. You and BISS each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
19.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
19.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, BISS agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Dallas County; (c) in any other location to which you and BISS both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
19.8 Modification of AAA Rules – Attorney’s Fees and Costs. You and BISS agree that BISS will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules.
19.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
19.10 Jury Trial Waiver. You and BISS acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitral Disputes.
19.11 No Class Actions or Representative Proceedings. You and BISS acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and BISS both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this clause is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this clause is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and BISS agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitral claims in the Dispute in individual arbitration.
19.12 Severability. Except as provided in Section 19.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
19.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if BISS changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of BISS’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and BISS (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and BISS.
19.14 Survival. Except as provided in Section 19.12 and subject to Section 15.8, this Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the BISS Platform or terminate your BISS Account.
- Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the BISS Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the BISS Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
- Applicable Law and Jurisdiction
21.1 If your country of residence or establishment is the United States, these Terms will be interpreted in accordance with the laws of the State of Texas and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 19 must be brought in state or federal court in Dallas, Texas, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Dallas, Texas.
- General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between BISS and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BISS and you in relation to the access to and use of the BISS Platform.
22.2 No joint venture, partnership, employment, or agency relationship exists between you and BISS as a result of this Agreement or your use of the BISS Platform.
22.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
22.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
22.5 BISS’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
22.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without BISS’s prior written consent. BISS may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
22.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by BISS via email, BISS Platform notification, or messaging service (including SMS).