Program Registration




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Commission type Percent of Sale
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Additional terms You can incentivize a purchase by giving your buyers 10% off using code GETME10

TECHNICALLY MODERN AMBASSADOR PROGRAM AGREEMENT



 



Updated: 01/08/2021



 



 



 



IMPORTANT: THIS BRAND AMBASSADOR PROGRAM AGREEMENT CONTAINS
A BINDING ARBITRATION CLAUSE AND WAIVER OF THE RIGHT TO JURY TRIALS AND CLASS
ACTIONS.



 



 



 



PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.



 



 



 



BY SUBMITTING AN APPLICATION TO THE BRAND AMBASSADOR, YOU
ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND EACH AND EVERY
TERM AND CONDITION.



 



 



 



This BRAND AMBASSADOR Program Agreement (the “Agreement”) is
a legally binding contract between you (“Brand Ambassador”, “you”, or similar
terms) and Wilde Life, LLC. d/b/a/ Technically Modern (“Technically Modern”,
“us”, “we”, or similar terms) and applies to your participation in the Technically
Modern Ambassador Program (the “Program”). 
Any person or entity that participates or attempts to participate in the
Program must accept this Agreement without change. By registering for the
Program, you agree to this Agreement.  



 



 



 



1. Description of the Program



 



The Program permits you to monetize your social media
user-generated content by placing on your social media profiles (“Your
Profiles”) a personalized Brand Ambassador coupon code (“Your Code").  When our customers purchase eligible goods
from www.technicallymodern.com (the “Technically Modern Site”) using Your Code
you be eligible to receive a commission for “Qualifying Purchases”, as further
described (and subject to the limitations in) Section 3 below.



 



 



 



We periodically modify the terms of this Agreement. We might
also choose to replace these terms in their entirety if, for example, the
Program changes, ends, or becomes part of an existing program, including our
partner programs.  If you don’t agree to
the modification or replacement, you can choose to terminate your participation
in the Program. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY
CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
YOUR PARTICIPATION IN THE PROGRAM.



 



 



 



You and we are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between you and us or our respective
affiliates. You will have no authority to make or accept any offers or
representations on our or our affiliates’ behalf.



 



 



 



You will ensure that the information in your Program
application and information otherwise associated, including your email address,
mailing address, and other contact information, is at all times complete,
accurate, and up-to-date. We may send notifications (if any), approvals (if
any), and other communications relating to the Program and this Agreement to
the email address then-currently associated with your Program account. You will
be deemed to have received all notifications, approvals, and other
communications sent to that email address, even if the email address associated
with your account is no longer current.



 



 



 



You can update your information by emailing us at: [email protected]



 



 



 



2. Eligibility To Participate In The Program &
Prohibited Activities



 



You must be at least 18 years of age.  If you are the parent or legal guardian of a
person under the age of 18, you represent and warrant that the minor is of
legal age to participate in the Program, you are the legal parent or guardian
of the minor whose rights are covered by this Agreement, that you have read the
terms of this Agreement and consent to the terms herein and you will not revoke
your consent.



 



 



 



You must have an Instagram account.



 



 



 



You must have a PayPal account.



 



 



 



You must comply with this Agreement to participate in the
Program and to receive Commissions.



 



 



 



You must promptly provide us with any information that we
request to verify your compliance with this Agreement.



 



 



 



You must clearly state the following, or any substantially
similar statement (the “Disclosure”) on Your Profiles: “As a Technically Modern
Ambassador, I earn from qualifying purchases.



 



 



 



You must be kind and respectful to all other Brand
Ambassadors.



 



 



 



Your Code is for you to post solely in Your Profiles.  Participation in the Program does not grant
you any rights to sell Technically Modern items at events of any kind (ex.
farmer's markets, etc.) unless you have received express written permission by
us.



 



 



 



You must not comment with Your Code on any Technically
Modern social media posts or channels (i.e. Instagram, Twitter, Facebook,
etc.), even if you see another Brand Ambassador doing it.



 



 



 



You must not post Your Code in the comments of any posts
from Technically Modern wholesale accounts or stores who carry our products.



 



 



 



You must not enter into any retail stores that sell Technically
Modern goods and share Your Code with customers.



 



 



 



DO NOT add Your Code to coupon sites, it’s cheating! We
check these sites frequently.



 



 



 



Do NOT share the “Refer a Friend” 50% off promotion! You
don’t earn sales from it, so it’s not worth it.



 



 



 



Remember that the purpose of the Program is to bring new
clients to the brand and help spread the Technically Modern movement!



 



 



 



Your breach of any of the terms of this Agreement, or any
other agreement between you and us, or in connection with the Program (e.g. the
PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy
Policy) then, in addition to any other rights or remedies available to us, we
reserve the right to permanently (to the extent permitted by applicable law)
withhold (and you agree you will not be eligible to receive) any and all
Commissions otherwise payable to you under this Agreement, whether or not
directly related to such violation without notice and without prejudice to any
right of Technically Modern to recover damages in excess of this amount.



 



 



 



3.  Commissions on
Qualifying Purchases



 



We will pay you a commission with a base amount of no less
than 10% of the price paid by the customer and actually received by Technically
Modern, before taxes and shipping, on all Qualifying Purchases (your
“Commission”). A “Qualifying Purchase” occurs when (i) a customer uses Your
Code to purchasing eligible goods from the Technically Modern Site; (ii) the
customer’s payment is successfully processed.



 



For example, if a customer uses Your Code to purchase a
single watch band priced at USD$6.00 and Your Code provides the customer with a
20% discount, then once Technically Modern receives that customer’s payment of
USD$4.80 ($6.00 less the 20% discount of $1.20), you will be eligible to
receive a 10% commission in the amount of USD$0.48.



 



 



 



From time to time, we like to incentivize our Brand
Ambassadors by offering increased commission rates for particular periods of
time.  For example, we may notify you
that for a period of time all Brand Ambassadors will earn a 20% Commission on
Qualifying Purchases.



 



 



 



Notwithstanding the foregoing, Qualifying Purchases are
disqualified and no Commission shall be due whenever (a) they occur in
connection with a violation of this Agreement, or any other terms, conditions,
specifications, statements, and policies that we may issue from time to time
that apply to the Program; (b) any purchases that occur after termination of
your Agreement; (c) any order where a cancellation, return, or refund has been
initiated; (d) any purchase by a customer who is referred to the Technically
Modern Site through any advertisement that you purchased through participation
in bidding or auctions on keywords, search terms, or other identifiers that
include the word “Technically Modern”, or “Technically Modern Watch Bands”, or
any other Technically Modern trademark (or variations or misspellings of any of
those words, (e) any purchase by a customer who is referred to the Technically
Modern Site by a link that is generated or displayed on a search engine
(including Google, Yahoo, Bing, or any other search portal, sponsored
advertising service, or other search or referral service, or any site that
participates in such search engine’s network); (f) any purchase by a customer
who is referred to the Technically Modern Site by a link that sends users
indirectly to the Technically Modern Site via an intermediate site, without
requiring the customer to click on a link or take some other affirmative action
on that intermediate site; (f) any purchase by a customer, where such customer
does not comply with the terms and conditions applicable to the Technically
Modern Site; or (g) any purchase that is not correctly tracked or reported
because the Your Code is not properly formatted or inserted in the Technically
Modern Site’s checkout process.



 



 



 



We will use commercially reasonable efforts to accurately
and comprehensively track Qualifying Purchases for the purposes of our internal
tracking, and creating and distributing your Commissions. We may hold accrued
Commissions for a reasonable period of time following any termination of this
Agreement to ensure that the correct amount is paid.



 



 



 



We will pay Commissions in United States Dollars via PayPal
approximately 30 days following the end of each calendar month in which they
were earned. You may be permitted to elect to receive payment in a currency
other than United States Dollars. If you choose to do so, you agree that the
conversion rate will be determined in accordance with PayPal’s operating
standards.  You are solely responsible
for any PayPal fees, and any and all taxes. 
We are not responsible for any Commissions that are not received by you
due to any suspension or termination of your PayPal account.



 



 



 



Payments made to you, as reduced by all deductions or
withholdings described in the Agreement, will constitute full payment and
settlement to you of amounts payable under the Agreement.



 



 



 



If any excess payment has been made to you for any reason
whatsoever, we reserve the right to adjust or offset the same against any
subsequent fees payable to you under the Agreement or any other agreement
between you and us.



 



 



 



4.  Taxes



 



We may deduct or withhold any taxes that we may be legally
obligated to deduct or withhold from any amounts payable to you under this
Agreement. From time to time, we may request tax information from you. If we
request tax information from you and you do not provide it to us, we reserve
the right (in addition to any other rights or remedies available to us) to hold
any amounts otherwise payable to you in connection with the Program until you
provide this information or otherwise satisfy us that you are not a person from
whom we are required to obtain tax information.



 



5. Technically Modern Customers



 



You acknowledge and agree that Technically Modern’s
customers do not become your customers by virtue of your participation in the
Program. You agree to not handle or address any contact with any of our
customers, and, if contacted by any of our customers for a matter relating to
interaction with Technically Modern, you will state that those customers must
follow contact directions on the Technically Modern Site to address customer
service issues.



 



 



 



6. Warranties



 



You represent, warrant, and covenant that (a) you will
participate in the Program in accordance with this Agreement, (b) your
participation in the Program, including without limitation, your creation,
maintenance, or operation of Your Profile(s) will not violate any applicable
laws, ordinances, rules, regulations, orders, licenses, permits, guidelines,
codes of practice, industry standards, self-regulatory rules, judgments,
decisions, or other requirements of any governmental authority that has
jurisdiction over you (including all such rules governing communications, data
protection, advertising, and marketing), (c) you are lawfully able to enter
into contracts, (d) you have independently evaluated the desirability of
participating in the Program and are not relying on any representation,
guarantee, or statement other than as expressly set forth in this Agreement,
(e) you will not participate in the Program if you are the subject of U.S.
sanctions or of sanctions consistent with U.S. law imposed by the governments
of the country where you are using the Technically Modern Site; (f) you will
comply with all U.S. export and re-export restrictions, and applicable non-US
export and re-export restrictions consistent with U.S. law, that may apply to
goods, software, technology and services, and (g) the information you provide
in connection with the Program is accurate and complete at all times.



 



 



 



We do not make any representation, warranty, or covenant
regarding the amount of traffic or Commissions you can expect at any time in
connection with the Program, and we will not be liable for any actions you
undertake based on your expectations.



 



 



 



7. Identifying Yourself As A Technically Modern Brand
Ambassador



 



Except for the Disclosure, you will not make any public
communication with respect to this Agreement or your participation in the
Program without Technically Modern’s express prior written consent. You will
not misrepresent or embellish your relationship with us (including by
expressing or implying that we support, sponsor, or endorse you), or express or
imply any affiliation between us and you or any other person or entity except
as expressly permitted by this Agreement.



 



 



 



8. Term and Termination



 



The term of this Agreement will begin upon your submission
of the application to join the Program. Either you or we may terminate this
Agreement at any time, with or without cause (automatically and without
recourse to the courts, if permitted under applicable law), by giving the other
party written notice of termination.



 



 



 



You can provide termination notice by emailing us at: [email protected]



 



 



 



In addition, we may terminate this Agreement or suspend your
account immediately upon written notice to you for any of the following: (a)
you have breached or threaten to breach any part of this Agreement; (b) we
believe that we may face potential claims or liability in connection with your
participation in the Program; (c) we believe that our brand or reputation may be
tarnished by you or in connection with your participation in the Program; (d)
your participation in the Program has been used for deceptive, fraudulent or
illegal activity; (e) we believe that we are or may become subject to tax
collection requirements in connection with this Agreement or the activities
performed by either party under this Agreement; (f) we have previously
terminated this Agreement with respect to you or other persons that we
determine are affiliated with you or acting in concert with you for any reason,
or (g) we have terminated the Program as we generally make it available to
participants.



 



 



 



Upon any termination of this Agreement, all rights and
obligations of the parties will be extinguished, including any and all licenses
granted in connection with this Agreement, except that the rights and
obligations of the parties under Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 of
this Agreement will survive the termination of this Agreement. No termination
of this Agreement will absolve you of any liability for any breach of, or
liability accruing under, this Agreement prior to termination.



 



 



 



9. Disclaimers



 



THE PROGRAM, THE TECHNICALLY MODERN SITE, ANY PRODUCTS AND
SERVICES OFFERED ON THE TECHNICALLY MODERN SITE, ANY COUPON CODES, LINK
FORMATS, CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS,
AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND
OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY
OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE
PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY
REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND
LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS,
INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY
WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR
TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE,
FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME
AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS
WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION
AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE
UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE
NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS,
INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING
POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR
ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PROFILES OR
ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR
INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR
THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL
BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN
CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED
SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR
COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z)
ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN
THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR
REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.



 



 



 



10. Limitations on Liability



 



Technically Modern’s liability arising out of or related to
this agreement shall not exceed the amount of Commissions actually earned by
you in the period of twelve (12) months immediately preceding the date on which
you present us with a claim arising out of or related to this agreement.



 



 



 



NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE
LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR
ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH
THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE
DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE
SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER
THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON
WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU
HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK
SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH
THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES
THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.



 



 



 



11. Indemnification



 



TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL
HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE
CREATION, MAINTENANCE, OR OPERATION OF YOUR PROFILES (INCLUDING YOUR USE OF ANY
SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND,
INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND REPRESENTATIVES,
HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND
EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PROFILES OR ANY
MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR
PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B)
THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION,
OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR
PROFILES, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS
AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION
OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES' OR
CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.



 



 



 



12. AGREEMENT TO ARBITRATE / DISPUTE RESOLUTION



 



PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY
AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND
TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING
ARBITRATION AND A CLASS ACTION WAIVER.



 



YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES:
In the event that there is any dispute relating to this Agreement and the
Program, you and we both agree that the party alleging the dispute shall send
to the other party a written notice describing the dispute (“Notice of
Dispute”).  You and we both agree that
prior to initiating any claim for arbitration or other legal proceeding, that
you and we shall attempt to informally resolve such dispute for a period of
thirty (30) days following the receipt by the non-claiming party of the Notice
of Dispute.



 



All Notices of Dispute to Technically Modern shall be in
writing and sent by personal delivery registered or certified mail (return
receipt requested) or overnight air express (or courier shipment outside of the
U.S.) if such services actually provide proof of mailing, to:



 



 



 



Technically Modern - Legal



 



8 Catherine Ave



 



Franklin Massachusetts 02038



 



 



 



YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a
dispute is not resolved within the foregoing thirty (30) day period, then you
and Technically Modern agree to resolve any claims relating to this Agreement
through final and binding, arbitration.



 



 



 



WHAT IS ARBITRATION? Arbitration is more informal than a
lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge
or a jury, the case will be decided by a neutral arbitrator who has the power
to award the same damages and relief that a court can. If any provision of this
Section 12 is found unenforceable, the unenforceable provision shall be
severed, and the remaining arbitration terms shall be enforced.



 



 



 



ARBITRATION PROCEDURES: The Federal Arbitration Act governs
the interpretation and enforcement of this dispute resolution provision.
Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim
arising out of or relating to these Terms shall be referred to and finally
determined by arbitration in accordance with the JAMS Streamlined Arbitration
Rules and Procedures in front of one arbitrator. If there is a conflict between
JAMS Rules and the rules set forth in this Agreement, the rules set forth in
this Agreement will govern.



 



The JAMS Rules and instructions for how to initiate an
arbitration are available from JAMS at http://www.jamsadr.com or
1-800-352-5267. To initiate arbitration, you or Technically Modern must do the
following:



 



 



 



1.       Write a
demand for Arbitration. The demand must include a description of the claim and
the amount of damages sought to be recovered. You can find a copy of a
"Demand for Arbitration" at www.jamsadr.com;



 



2.       Send three
copies of the "Demand for Arbitration", plus the appropriate filing
fee to your local JAMS office or to JAMS, 401 B Street, Suite 2100, San Diego,
CA 92101; and



 



3.       Send one copy
of the "Demand for Arbitration" to the other party.



 



 



 



Payment of all filing, administration and arbitrator fees
will be governed by the JAMS Rules. Each party will bear their own costs of
arbitration unless the arbitrator directs that bearing such costs would be an
undue burden and, in that case, we will pay for your portion of the arbitration
administrative costs (but not your attorneys’ fees). Arbitration shall be held
in the United States in San Diego, California under California law without
regard to its conflict of laws provisions. If traveling to San Diego,
California is a burden, you may participate in the arbitration by phone or via
document submission to the fullest extent allowable by the arbitrator. The
arbitration may award on an individual basis the same damages and relief as a
court (including injunctive relief). Any judgment on the award rendered by the
arbitrator may be entered in any court of competent jurisdiction.



 



 



 



AUTHORITY OF ARBITRATOR: Any dispute, claim or controversy
arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of
the scope or applicability of this agreement to arbitrate, shall be determined
by arbitration in San Diego, California before one arbitrator. The arbitration
shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules
and Procedures. The arbitrator shall have the authority to grant motions
dispositive of all or part of any claim. The arbitrator shall have the
authority to award monetary damages and to grant any non-monetary remedy or
relief available to an individual under applicable law, the Arbitration Rules,
and this Agreement. The arbitrator shall issue a written award and statement of
decision describing the essential findings and conclusions on which the award
is based, including the calculation of any damages awarded. The arbitrator has
the same authority to award relief on an individual basis that a judge in a
court of law would have. The award of the arbitrator is final and binding.



 



 



 



NO CLASS ACTIONS: You may only resolve disputes with us on
an individual basis, and may not bring a claim as a plaintiff or a class member
in a class, consolidated, or representative action. Class arbitrations, class
actions, private attorney general actions, and consolidation with other
arbitrations are not allowed.



 



WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR
CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF
A JUDGE OR A JURY, instead electing that all claims and disputes shall be
resolved by arbitration. Arbitration procedures are typically more limited,
more efficient and less costly than rules applicable in court and are subject
to very limited review by a court. In the event any litigation should arise
between you and Technically Modern in any state or federal court in a suit to
vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL
RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a
judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN
ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.



 



 



 



SMALL CLAIMS OPTION: You and Technically Modern agree that
if a claim is within the jurisdiction of a small claims court, either party may
choose to take the claim to that court instead of arbitration as follows: (a)
The parties may take their claims to small claims court without first filing
with the JAMS. (b) After a case is filed with JAMS, but before the arbitrator
is formally appointed to the case by the JAMS, a party can send a written
notice to the opposing party and the JAMS that it wants the case decided by a
small claims court. After receiving this notice, the JAMS will administratively
close the case. (c) After the arbitrator is appointed, if a party wants to take
the case to small claims court and notifies the opposing party and the JAMS, it
is up to the arbitrator to determine if the case should be decided in
arbitration or if the arbitration case should be closed and the dispute decided
in small claims court.



 



 



 



CHOICE OF LAW/FORUM SELECTION: In any circumstances where
this Section 12 (Agreement to Arbitrate Disputes and Choice of Law) permits the
parties to litigate in court, this Agreement shall be governed by and construed
in accordance with the laws of the State of California, excluding its conflict
of law rules. You further expressly consent and agree to submit to the
exclusive jurisdiction and venue of a court of competent jurisdiction located
in the Southern District of California.



 



 



 



STATUTE OF LIMITATIONS: You agree that regardless of any
statute or law to the contrary, any claim or cause of action arising out of or
related to these Terms of Use, including without limitation, access and/or use
of the Site and/or Service must be filed within one (1) year after such claim
or cause of action arose or be forever barred.



 



 



 



13. Miscellaneous



 



You acknowledge and agree that (a) we and our affiliates may
at any time (directly or indirectly) solicit traffic on terms that may differ
from those contained in this Agreement, (b) we and our affiliates may at any
time (directly or indirectly) operate sites or applications that are similar to
or compete with Your Profiles, (c) our failure to enforce your strict
performance of any provision of this Agreement will not constitute a waiver of
our right to subsequently enforce such provision or any other provision of this
Agreement, and (d) any determinations or updates that may be made by us, any
actions that may be taken by us, and any approvals that may be given by us
under this Agreement can be made, taken, or given in our sole discretion and
are only effective if provided in writing by our authorized representative.



 



You may not assign this Agreement, by operation of law or
otherwise, without our express prior written approval. Subject to that
restriction, this Agreement will be binding on, inure to the benefit of, and be
enforceable against the parties and their respective successors and assigns.



 



 



 



Any information relating to us or any of our affiliates that
we provide or make accessible to you in connection with the Program that is not
known to the general public or that reasonably should be considered to be
confidential is our “Confidential Information” and will remain our exclusive
property. You will use Confidential Information only to the extent reasonably
necessary for your performance under this Agreement and ensure that all persons
or entities who have access to Confidential Information in connection with your
participation will be made aware of and will comply with the obligations in
this provision. You will not disclose Confidential Information to any third
party (other than your affiliates bound by confidentiality obligations) and you
will take all reasonable measures to protect the Confidential Information
against any use or disclosure that is not expressly permitted in this
Agreement. This restriction will be in addition to the terms of any
confidentiality or non-disclosure agreement between the parties.



 



 



 



Nothing contained in this Agreement should be understood as
granting you any rights in and to any of our trademarks, service marks, logos,
or other intellectual property owned by us or by any third party.



 



 



 



No delay, failure, or default by us with constitute a breach
of this Agreement to the extent caused by acts of war, terrorism, hurricanes,
earthquakes, other acts of God or of nature, strikes other labor disputes,
riots or other acts of civil disorder, embargoes, or other causes beyond our
reasonable control, including, without limitation, the interruption or
discontinuance of services provided by third parties (e.g. PayPal, Refersion,
etc.) in connection with the Program.



 



 



 



This Agreement incorporates all of the terms and conditions
of the Technically Modern Site’s Terms of Use including the Privacy
Policy.  To the extant there is a
conflict between the Technically Modern Site’s Terms of Use and this Agreement,
the terms of this Agreement shall control. If any portion of this Agreement is
found invalid or unenforceable, that portion may be severed from the Agreement
and shall not affect the validity of the remainder of the Agreement. This
Agreement constitutes the entire agreement and understanding between you and us
in connection with the Program, superseding any prior or contemporaneous
agreements, communications and proposals, whether oral or written, between you
and us (including, but not limited to, any prior versions of this Agreement).



 



 



 



If you have any questions, please email [email protected]