Terms & Conditions

a. GroundControl Content

You acknowledge and agree that the Site and Services, including their "look and feel", and all names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, and other content appearing in or on the Services ("GroundControl Content") are protected intellectual property of, or used with permission or under license by GroundControl and/or its licensors. The GroundControl Content may be protected by copyright, trademark, patent or other proprietary rights and laws. You understand and agree that you may not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit any GroundControl Content for any purpose whatsoever without our or, where applicable, our licensors' prior written consent. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.

b. License Granted by GroundControl

Subject to your compliance with these Legal Terms, GroundControl offers you a limited, non-exclusive, non-transferable, non-sublicensable license to access the Services and to access, download, and make personal and non-commercial use of GroundControl Content available on or through the Services. Except as expressly authorized by GroundControl, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the GroundControl Content. For information on requesting such permission, please contact us using the contact information listed in the "Contact Us" section.

You may only use the Site, the Services and GroundControl Content as permitted by law. To use GroundControl Content under such an exception, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such GroundControl Content pursuant to any licenses associated with such GroundControl Content, (3) not copy or post such GroundControl Content on any networked computer or broadcast it in any media, (4) make no modifications to any such GroundControl Content, and (5) make no additional representations or warranties relating to such GroundControl Content. Except as otherwise expressly authorized herein or in writing by GroundControl, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Service or GroundControl Content. GroundControl reserves the right to refuse service and/or terminate accounts in its discretion, including, without limitation, if we believe that user conduct violates these Legal Terms, violates applicable law or is harmful to our interests.

a. Initial Dispute Resolution

We want to address your concerns without needing a formal legal case. Most concerns may be quickly resolved in this manner. For any Dispute with the Services, you agree to first contact us by email at support@gndctl.com or by mail at Ground Control Software, Inc., 2869 Lowell Ct, San Jose, CA 95121, USA, to attempt to resolve the Dispute with us informally regarding any concerns you may have about your use of the Services. Your Notice of Dispute must be individual to you and must include, as applicable, your name, your email address, and your residential address. The Notice of Dispute also must explain the facts of the Dispute as you understand them and tell us what you want us to do to resolve the issue. You agree to use best efforts to settle any Dispute, claim, question, or disagreement directly through consultation and good faith negotiations, and you agree that a Notice of Dispute containing all of the information required above, followed by at least sixty (60) days of good faith negotiation, shall be a precondition to either party initiating a lawsuit or arbitration. A Notice of Dispute will not be valid unless it contains all of the information required by this paragraph. If you commence an arbitration without having previously provided a valid and compliant Notice of Dispute, you and we agree that the applicable arbitration provider (or the arbitrator, if one has been appointed) must suspend the arbitration pending compliance with this paragraph. You and we authorize the arbitration provider or the arbitrator to decide summarily whether the party that commenced an arbitration complied with these notice requirements, relying solely on this Agreement and the Notice of Dispute provided (if any). All statutes of limitation shall be tolled while the parties engage in the informal Dispute resolution process required by this paragraph.

b. Agreement to Binding Arbitration

In the unlikely event that we do not reach an agreed upon solution within a period of sixty (60) days from the time informal Dispute resolution is pursued pursuant to Section 11(a) above, then either you or we may initiate binding arbitration. Except for any Disputes excluded below in Section 11(d), or in the event of a Mass Arbitration (as defined below) as described in Section 11(e), all claims arising out of or relating to these Legal Terms (including their formation, performance and breach), the parties' relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by the American Arbitration Association ("AAA"), in accordance with the Commercial Arbitration Rules of the AAA and the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules") then in effect, both of which are available at the American Arbitration Association (AAA) website, excluding any rules or procedures governing or permitting class actions.

Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the AAA Commercial Arbitration Rules. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Legal Terms shall be subject to the Federal Arbitration Act.

Unless you and GroundControl agree otherwise, the arbitration will be conducted in Santa Clara County, California; but the arbitration may be conducted through, and the parties may attend via video conference, telephonic hearing, or document submission.

Arbitration proceedings will be held in Santa Clara County, California. Additionally, arbitrations may be conducted telephonically or via video conference for disputes alleging damages less than $10,000.00. You and GroundControl agree that the state or federal courts of the State of California and the United States sitting in California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

The AAA rules governing the arbitration may be accessed at https://www.adr.org/rules. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

c. Class Action and Class Arbitration Waiver

You and GroundControl each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 11(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes. If there is a final determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy will be severed and may be brought in a court of competent jurisdiction, but the waiver contained in this paragraph shall be enforced in arbitration on an individual basis as to all other claims, causes of action or requested remedies to the fullest extent possible. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator. If a court or arbitrator decides that any part of this Agreement to Binding Arbitration cannot be enforced as to a particular request for public injunctive relief, then that request for public injunctive relief (and only that request for public injunctive relief) must be brought in court and must be stayed pending arbitration of the arbitrable remedies.

d. Exceptions

Notwithstanding the parties' agreement to resolve all Disputes through arbitration, either party may seek relief (i) in a small claims court for Disputes or claims within the scope of that court's jurisdiction, and (ii) any Disputes relating to intellectual property rights, obligations, or any infringement claims.

e. Exception—Mass Arbitration Before NAM

Notwithstanding the parties' decision to have arbitrations administered by JAMS, in the event 25 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that the demands will constitute a "Mass Arbitration." If a Mass Arbitration is commenced, you and we agree that it shall not be governed by the JAMS Rules or administered by JAMS. Instead, a Mass Arbitration shall be administered by National Arbitration & Mediation ("NAM"), a nationally recognized arbitration provider, and governed by the NAM rules in effect when the Mass Arbitration is filed as modified by this Agreement, including the NAM Mass Filing Supplemental Dispute Resolution Rules, but excluding any rules that permit arbitration on a class-wide basis (collectively, the "NAM Rules"). The NAM Rules are available at www.namadr.com or by calling 1-800-358-2550. Notwithstanding anything to the contrary above, you and we agree that if either party fails or refuses to commence the Mass Arbitration before NAM, you or we may seek an order from a court of competent jurisdiction compelling compliance with this agreement and compelling administration of the Mass Arbitration before NAM. Pending resolution of any such requests to a court, you and we agree that all arbitrations comprising the Mass Arbitration (and any obligation to pay arbitration fees) shall be stayed. You and we acknowledge that either party's failure to comply with this paragraph would irreparably harm the other, and you and we agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this paragraph are resolved by the court.

f. Arbitration Fee.

If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), GroundControl will pay the additional cost. If GroundControl is required to pay the additional cost of the filing fees, you should submit a request for payment of fees to AAA along with your form for initiating the arbitration, and GroundControl will make arrangements to pay all necessary fees directly to AAA. GroundControl will also be responsible for paying all other fees or amounts payable to AAA with respect to the arbitration, excluding costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to AAA.

g. 30 Day Right to Opt-Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Section 11(b) and Section 11(c) by sending written notice of your decision to opt-out by emailing us at support@gndctl.com. The notice must be sent within thirty (30) days of your first use of the Services, or the effective date of the first set of Terms containing an Arbitration and Class Action and Class Arbitration Waiver section otherwise you shall be bound to arbitrate Disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

h. Term for Cause of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Legal Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

i. Consolidation of Arbitration Claims

Although you and GroundControl have agreed that no disputes may proceed as part of a class arbitration, the AAA arbitrator may consolidate an individual arbitration filed pursuant to these Legal Terms with other individual arbitration(s), at the request of either party, if the arbitrations share common issues of law or fact. The consolidation issue shall be determined by the arbitrator appointed for the earliest filed application. Any disputes over whether an arbitration claim should be consolidated with others, or which arbitrator shall hear any consolidated matter, shall be resolved by AAA. If multiple individual arbitration proceedings are consolidated, AAA and the arbitrator may treat the consolidated proceedings as one arbitration for purposes of assessing AAA fees and the arbitrator's compensation, and you consent and agree not to object to any reduction or elimination of AAA fees or arbitrator compensation.

j. Governing Law; Exclusive Venue for Litigation

The laws of the State of California will govern these Legal Terms without giving effect to any principles of conflicts of laws and excluding the United Nations Convention on the International Sale of Goods. In addition, to the extent that the arbitration provisions set forth in Section 11(b) do not apply, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Santa Clara County, California (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Santa Clara County, California for any litigation other than small claims court actions. In the event of litigation relating to these Terms of Service or the Services, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial.

k. Severability

If any portion of this Section 11 is found unenforceable, that portion will be severed, and the remainder of the terms set forth in this Section 11 will remain in full force and effect, except that if the class action waiver set forth in Section 11(c) is found unenforceable, this entire Section 11 will be void.