Terms of Use

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 13. IT AFFECTS YOUR LEGAL RIGHTS. PLEASE READ CAREFULLY.

Cypress.io, Inc. and/or its affiliates (“Cypress,” “we” or “us”) makes available the Web site located at www.cypress.io (together with Content, the “Site”) subject to these Terms of Use (“Terms ”).

These Terms do not govern your use of Cypress Cloud service available from the Site at https://on.cypress.io/terms-of-use (“Cypress Cloud”). Separate terms of use govern the rights, obligations and use with respect to Cypress Cloud. Nothing on the Site is to be construed as conferring by implication, estoppel or otherwise any license or right under any patent or trademark of Cypress or any third party or any rights in Cypress Cloud or any other products or services of Cypress.

These Terms are a binding legal agreement between you and Cypress. You must agree to and accept all of the Terms, or you can't use the Site. You agree to be bound by these Terms by using our Site, clicking a button that indicates consent, or consenting in another legally enforceable manner.

When you agree to these Terms, you agree and understand that the terms herein will apply to you and any other entity on whose behalf you are acting. If you accept these Terms for the benefit of your employer, you agree that your employer will be bound by these Terms and that you have authority to bind your employer in this way.

1. Your use of the Site

As a condition of your use of the Site, you represent and warrant that: (a) you are at least 18 years of age, and (b) you shall not use the Site for any purpose that is unlawful or prohibited by these Terms. You will not submit any false, misleading or inaccurate information to the Site. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Site. By way of example, and not as a limitation, you will not use the Site to:

• Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;

• Reproduce or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;

• Reproduce or distribute any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are - under a contractual obligation to keep private or confidential;

• Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information;

• Transmit or upload any material to the Site that contains viruses, trojan horses, worms, time bombs, cancelbots, spyware, or any other harmful or deleterious programs;

• Transmit through the Site any unauthorized communication, including but not limited to bulk or “junk” emails, chain letters, spam, or any advertising or promotional materials or any other - form of solicitation;

• Crawl, scrape, or use other automated means like “spiders” and “robots” to access or collect data from the Site;

• Interfere with or disrupt the Site networks or servers;

• Harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent;

• Use the account, login identification, or password of another party to access any portion of the Site, share, sell, or otherwise disclose your password to others, or share your access to - the Site with others;

• Circumvent, or attempt to circumvent, any of the Site’s security measures, reverse engineer any portion of the Site, obtain the Site source code, or create back doors or any form of - unauthorized access to the Site;

• Otherwise attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or

• Interfere with another individual’s or entity’s use or enjoyment of the Site.

Cypress has no obligation to monitor your use of the Site or retain the content of any of your sessions on the Site. However, Cypress reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or government request.

2. Intellectual property rights

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site and download, view, copy and print documents, video and other content made available on the Site (the “Content”) solely for your personal and non-commercial purposes to: (a) learn about Cypress’s products, services and business; and (b) access statements, agreements, and documentation relating to the products and services offered via the Site. Use of the Content is subject to the following: (1) the Content may be used solely for your or your organization’s use in connection with the products or services you receive from Cypress or for your personal, informational, non-commercial purposes; and (2) the Content may not be modified or altered in any way.

The Site and Content, including certain graphics, photographs, artwork, merchandise, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing is the property of Cypress and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

All rights, title and interest in the Site and Content not expressly granted in these Terms are reserved. Except as expressly provided in these Terms, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any Content or any other portion of this Site or Content in whole or in part without the prior written permission of Cypress. Additional restrictions regarding your use of the Content may be set forth in the Content itself or the page from which the Content is available.

Unless otherwise specified on the Site, you agree not to download, display, or use any Content located for use in any brochures, marketing materials, publications, in public performances, on websites other than the Site, or in any other medium for any commercial purpose. You also agree not to download, display, or use any Content in connection with products or services that are not those of Cypress in any other manner likely to cause confusion among consumers, disparage or discredit Cypress and/or its licensors, dilute the strength of Cypress’s or its licensors’ property, or otherwise infringe Cypress’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Content.

Cypress trademarks may only be used publicly with permission from Cypress. Use of Cypress trademarks in advertising and print or web promotion of Cypress products or services requires proper attribution to Cypress.

All trademarks, service marks, or registered trademarks are the property of their respective owners. Reference to, description of or use of a product, service, publication or process on the Site does not imply recommendation, approval, affiliation, or sponsorship of that product, service, publication or process by Cypress.

3. Access to Site

Cypress may, in its sole discretion, and at any time, discontinue the Site or any part thereof, with or without notice, or may prevent your use of the Site with or without notice to you. You agree that you do not have any rights in the Site and that Cypress will have no liability to you if the Site is discontinued or your ability to access the Site or any content you may have received from the Site is terminated. Cypress assumes no liability for any information removed from the Site and reserves the right to permanently restrict access to the Site.

4. Consent to electronic communications and transactions

You consent to receiving electronic communications from us. These communications may include information concerning or related to the Site. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You also consent to the fact that any transaction or agreement undertaken on or through the Site, including your agreement to these Terms, is an electronic transaction or agreement.

5. Indemnity

You agree to indemnify and hold Cypress, its parents, subsidiaries, affiliates, contractors, and agents, and each of their officers, directors, employees, and agents harmless from any claims, damages, and expenses, including reasonable attorneys’ fees and costs, related to your use of the Site or violation of these Terms or any use of the Site or Content.

6. Reliability and accuracy

Cypress makes no warranties or representations about the reliability of the features of the Site, the Content, or any other feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Cypress also makes no representations regarding the amount of time that any Content will be preserved. Despite our efforts, the Site or Content, including system information, may be inaccurate, incomplete, or out of date. We make no representation as to the completeness, accuracy, or correctness of any information on the Site, and we are not responsible for your reliance on or use of such information. Information on the Site is for convenience only. If any information on the Site is incorrect, incomplete, or out of date, Cypress is not bound by such information. Cypress may have more accurate information than what is displayed on the Site, and information displayed on the Site is not a waiver of Cypress’s right to use more accurate information for warranty purposes or other purposes. Cypress may remove, replace, or make changes in the Content without notice at any time; and Cypress is under no obligation to update the Content.

7.Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CYPRESS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE AND ALL CONTENT, INCLUDING ALL WARRANTIES, IMPLIED OR EXPRESS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SITE OR YOUR ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM THE SITE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

8. Limitation of liability

TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, CYPRESS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, NOR SHALL CYPRESS BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND CYPRESS’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO SITE RECORDS, PROGRAMS, OR SERVICES. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, CYPRESS OR ITS AFFILIATES OR AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGE DUE TO A NEGLIGENT ACT, THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING, WITHOUT LIMITATION, ANY GOODS OR SERVICES PURCHASED THROUGH THE SITE, EVEN IF CYPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, THE MAXIMUM TOTAL LIABILITY OF CYPRESS AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS TWENTY-FIVE DOLLARS ($25).

9. User submissions

Any feedback, comments, suggestions, or the like (“User Submissions”) provided to Cypress through the Site shall be considered non-confidential, and Cypress shall be free to use User Submissions on an unrestricted basis. We do not make any endorsements of any User Submission or any representation that any User Submission is true or accurate.

10. Infringement claims policy

We respect the intellectual property of others, and we ask you to do the same. If you believe some Content on the Site has been copied in such a way as to constitute copyright infringement, please contact use at the email address below. We may investigate and take appropriate action.

11. Other sites

These Terms do not apply to other Web sites, including third party services that you may use to access Cypress Cloud, such as GitHub. Any links on this Site may let you leave the Site and go to other Web sites. The linked Web sites are not under our control, and we do not endorse and are not responsible for their content, accuracy or otherwise. If you decide to access any of the third-party sites linked to this Site, you do this entirely at your own risk.

12. Privacy

Personal information collected through the Site is treated according to our Privacy Policy located at www.cypress.io/privacy-policy. Our Privacy Policy does not apply to other Web sites, and we will not have any liability for the information collection or dissemination policies of third parties. By using this Site, you agree you have read and understand the Privacy Policy, which is a condition to your use of the Site. You should not access the Site if you do not agree with the terms of the Privacy Policy.

13. DISPUTE RESOLUTION

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

13.1 Initial Dispute Resolution

If a dispute arises between you and Cypress, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally for at least sixty (60) days before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account, if any, to the following email address: [email protected]. For any dispute that Cypress initiates, we will send our written description of the dispute to the email address we have on file for you. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. To the fullest extent allowable by law, this informal dispute resolution process is a prerequisite to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

13.2 Arbitration Agreement

13.2.1 Mutual Arbitration

To the fullest extent allowable by law, you and Cypress agree that all claims, disputes, or disagreements that may arise out of the use of the Site, which includes these Terms (including its formation, performance, and breach), or that in any way relate to the provision of the Site, your relationship with Cypress, or any other dispute with Cypress, shall be resolved exclusively through binding arbitration in accordance with this Section 13.2 (collectively, the "Arbitration Agreement"). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in Section 13.2.9 and 13.2.10. This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") in all respects and evidences a transaction involving interstate commerce. You and Cypress expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in this Section 13.2.1, the arbitrator or arbitration body, 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 the Agreement (including these Terms) and this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

Notwithstanding the parties' decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii) bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party's right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

You and Cypress agree to submit to the personal jurisdiction of any federal or state court in Atlanta, Georgia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

Except as set forth in Section 13.2.2 below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND CYPRESS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.2.2 Class Arbitration and Collective Relief Waiver

YOU AND CYPRESS ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 13.2.2 AND SECTION 13.2.6 BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS CYPRESS PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that either the Class Arbitration Action and Collective Relief Waiver or the provisions in Section 13.2.6 are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Cypress from participating in a class-wide settlement of claims.

13.2.3 Arbitration Rules

The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this "Dispute Resolution" provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at [email protected].

13.2.4 Initiating Arbitration

Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to [email protected]. If Cypress is initiating arbitration, it will serve a copy of the demand to the email address that Cypress has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with the Informal Dispute Resolution Procedure contemplated by this Agreement.

13.2.5 Arbitration Location and Procedure

If you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in Atlanta, Georgia, United States of America, unless you and Cypress otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Cypress submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Cypress (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

13.2.6 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 13.2.3 if NAM is unavailable) against Cypress within reasonably close proximity ("Mass Filing"), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with Section 13.2.3 if NAM is unavailable) in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Cypress and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Cypress and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This "Batch Arbitration" provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Cypress otherwise consents in writing, Cypress does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in Section 13.2.2 above and this section 13.2.6. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

13.2.7 Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. 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 having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with Section 13.2.2 above and also must be consistent with the terms of the "Limitation of liability" section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys' fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

13.2.8 Fees

You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Section 13.2.6), provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 13 while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

13.2.9 Right to Opt-Out of the Arbitration Agreement.

IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS “DISPUTE RESOLUTION” SECTION 13, THEN: (1) you must notify Cypress in writing within thirty (30) days of the date that you began to use the Site or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Dispute Resolution”); (2) your written notification must be mailed to 6595 Roswell Road, Suite G2734, Atlanta, GA 30328 or emailed to [email protected]; and (3) your written notification must include (a) your name, (b) your address, and (c) a clear statement that you wish to opt out of this Arbitration Agreement. Cypress will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Agreement pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and Cypress.

13.2.10 Changes

Cypress will provide thirty (30) days' notice of any changes to this "Dispute Resolution" section by posting the change on the Site or providing any other notice in accordance with legal requirements. Any such changes will go into effect 30 days after Cypress provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Cypress changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Site 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in Section 13.2.9. References to “Cypress,” “you,” and “us” in this Arbitration Agreement include our respective predecessors in interest, successors, and assigns, as well as our respective past, present, and future parents, subsidiaries, and affiliates; those entities and our respective agents, employees, licensees, licensors, and providers of the Site as of the time your or our claim arises; and all authorized or unauthorized users or beneficiaries of the Site under this or prior Terms between us.

14. Governing law and venue

To the fullest extent permitted by law, these Terms and any action arising out of or in connection with these Terms will be governed by the Federal Arbitration Act with respect to Section 13 (Dispute Resolution) and the laws of the State of Georgia, without regard to its conflict of laws provisions. To the fullest extent permitted by law and except as otherwise expressly set out in Section 13 “Dispute Resolution,” the exclusive jurisdiction for all disputes that you and Cypress are not required to arbitrate will be the state and federal courts located in the Atlanta, Georgia, and you and Cypress each waive any objection to jurisdiction and venue in such courts.

15. Changes to these Terms

We may update the Terms from time to time. If we make a material change to the Terms, we will notify you as required by law. Please regularly check the Site for information about revisions to the Terms. By continuing to use the Site or provide us information through your use of the Site after we make a change to the Terms, you accept the updated provisions in the Terms.

16. Miscellaneous

Section titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Force Majeure. The failure of Cypress to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Cypress, shall not be deemed a breach of these Terms.

Non-waiver. If Cypress fails to act with respect to your breach or anyone else’s breach on any occasion, Cypress is not waiving its right to act with respect to future or similar breaches.

Remedies. All remedies under these Terms shall be cumulative and not exclusive.

Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

No partnership. Both you and Cypress acknowledge and agree that no partnership is formed and neither you nor Cypress has the power or the authority to obligate or bind the other.

Assignment. You may not assign your rights under these Terms to any third party. We may assign our rights under this Terms without condition.

Entire agreement. These Terms constitute the entire agreement between you and Cypress regarding the Site and Content and your use of the Site and Content. Although the Site may allow you to receive data regarding products or services received or to be received under other agreements with Cypress or third parties (“Other Agreements”), or to communicate with Cypress about the subject of such Other Agreements, the scope and content of those Other Agreements are not amended by these Terms; the scope or content of these Terms is not amended by the Other Agreements; these Terms do not apply to matters within the scope of the Other Agreements; and vice versa. The Site and your use of the Site are governed by these Terms. Termination of these Terms does not terminate the Other Agreements. Termination of the Other Agreements does not terminate these Terms, although it may terminate the availability of certain data that we otherwise may make available through the Site.

Contact information

All questions, concerns or communications regarding these Terms should be directed to [email protected].