Software, Materials, Services and other related information are collectively referred to as "Content." "YOU" OR "YOU" "You" means you individually, any person, including any employer that you are acting on behalf of. "SM Tech Industries LLC" Trademark "SM Tech Industries LLC" is used by SM Tech Industries LLCLLC under an authorization from SM Tech Industries LLCLimited Liability Company. All references to SM Tech Industries LLCrefer to SM Tech Industries LLC. "SM Tech Industries LLCCERTIFIED TECHNICIAN/(S)" "SM Tech Industries LLCCertified Technician means" technicians and specialists certified by SM Tech Industries LLCto perform the Services under this Agreement.
"SUBSCRIPTION BASED PLANS"
"Materials" means any web casts, download areas, white papers, press releases, datasheets, FAQs, product information, quick reference guides, or other works of any kind that are made available to download from the SM Tech Industries LLCPortal are the proprietary and copyrighted work of SM Tech Industries LLCand/or its suppliers. The definition of "Materials" does not include the design or layout of the SM Tech Industries LLC.net web site or any other SM Tech Industries LLCowned, operated, licensed or controlled website.
"Software" means a computer program of any kind, whether owned by SM Tech Industries LLCor a third party, whether delivered via download, CD, other media, or other delivery method, including client and/or network security software. Elements of the Software are protected under copyright, trade secret, unfair competition, and other laws. Software includes both SM Tech Industries LLCSoftware and third party Software. Your use of Software is subject to the respective agreements such as a license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply ("License Terms").
SUBMISSION OF PLAN ORDERS; SERVICE PLANS
You may order Services by submitting Plan Orders through the SM Tech Industries LLCPortal or by calling SM Tech Industries LLC. Once SM Tech Industries LLCaccepts the Plan Order submitted by you, then you will receive an email from SM Tech Industries LLCat the email address that you provide or have provided to SM Tech Industries LLCas part of the Registration Process for the Services. SM Tech Industries LLCis not responsible for rendering Services in connection with any Plan Order that it has not accepted. Upon acceptance by SM Tech Industries LLCof a Plan Order, you will have a Service Plan.
Subject to the Terms and Conditions, and other terms specific to each Service Plan, SM Tech Industries LLCwill address your query using commercially reasonable efforts in providing appropriate solutions under the Services. In most cases, SM Tech Industries LLCwill attempt problem diagnosis and a solution through chat, email or other means as it deems most appropriate under the circumstances including remote access. You understand that if remote access is used on your computer there will be no residual software from the remote session; however, there may be a text file placed on your computer that will explain the work that was done on your computer. If such a text file is placed on your computer, you have the option to either save the file for future reference or to delete it from your computer. All undertakings under Service Plans are subject to SM Tech Industries LLC' Limited Warranty, which is set forth below. For more information, please refer to online documentation or call us at 1- 800-237-3901. You agree to pay all Services Fee and any other applicable fee/charges as set out in the relevant Plan Order in accordance with the Payment Terms provided below.
Services against any Plan Order will be available once you have made payment for Services according to the requirements of the corresponding Plan Order. All payments against the plan orders will be collected by SM Tech Industries LLCon behalf of SM Tech Industries LLCLimited Liability Partnership. SM Tech Industries LLChas no obligation to render Services under any Service Plan if the payments as required under any Plan Order have not been made. You understand that certain Service Plans may have fee including, but not limited to "Service Fee" and/or "Activation Fee" payable either on an annual basis ("Annual Payment Plan") or on a monthly basis ("Recurring Payment Plan"). Subject to the applicable Term Plan, all payments under the Annual Plan shall be made upfront at time of commencement of the subscription cycle. For payments under the Recurring Payment Plan, apart from the monthly installments of the Service Fee, payable over a one (1) year payment term, You shall be charged an additional non-refundable Activation Fee at the time of registration, as specified in the Plan Order. The fee (including Activation Fee) will not be refunded in case of cancellation of the Service Plan unless otherwise stated in the Plan Order. All fee under this clause or a relevant Plan Order, is payable at the time of commencement of the Service Plan. When you purchased the Service, you agreed to a specific price and plan, where such plan maybe for a term of one, two or three years ("Term Plan"). All terms of Service Fee and/or any other fee payable under any mode of payment for a Subscription shall be set forth in the applicable Plan Order. Similarly, some plans may offer a discount on the Service if you sign up for other SM Tech Industries LLCservices ("Bundle Discount"). You agree to maintain your Service and the bundled services for the applicable term. If you signed up for a Term Plan or a Bundle Discount, the price available with those plans is valid until one of the following occurs: (1) the Term Plan expires; (2) you drop one of the SM Tech Industries LLCservices you were required to purchase to receive the special rate as notified to SM Tech Industries LLC; or (3) You terminate the agreement/Service Plan before the expiry of the relevant term.
CREDIT CARD BILLING
You may be asked to provide us with a credit card number from a card issuer that we accept in order to activate your Service. You hereby authorize SM Tech Industries LLCto charge and/or place a hold on your credit card with respect to any unpaid charges for Services or any related equipment. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these charges are to be accepted as authorization to the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these charges are to be accepted as authorization to the issuer of the credit card to pay all such amounts. You authorize SM Tech Industries LLCand/or any other company who bills products or services, or acts as billing agent for SM Tech Industries LLCto continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your credit card until such amounts are paid in full. You agree to provide SM Tech Industries LLCwith updated credit card information upon SM Tech Industries LLC' request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither SM Tech Industries LLCnor any SM Tech Industries LLCaffiliated company will have any liability whatsoever for any non-sufficient funds or other charges incurred by you as a result of such attempts to charge, and/or place holds on, your credit card. If you mistakenly provide a debit card number, instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number. In the event you are enrolled, or later enroll, in an automatic payment or electronic funds transfer plan, you agree that all sums described herein may be charged, at SM Tech Industries LLC' option, to the account number provided for such automatic payment or electronic funds transfer plan. When payment is made by credit card or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If charges cannot be processed through your credit card, or if your bank draft or electronic funds transfer is returned for insufficient funds, we will charge you an additional $15.00.
You agree and acknowledge that a Subscription under the Recurring Payment Plan will automatically renew for a month, unless notified otherwise by You ("Auto Renewal"). However, a Subscription under the Annual Payment Plan shall be automatically renewed (for the same term as the original Plan) only after we send you an email 30 days before the expiry of your subscription term notifying you about the automatic renewal of your annual subscription with an option of opting out from the automatic renewal and only if you do not opt out. Your credit card, which was used in paying for the original Plan will be charged with the amount of the then prevailing subscription charges as per the payment option that you selected at the time of registering with SM Tech Industries LLC. If you would like to opt out of the Auto Renewal, please call us at 1-866-914-9049 and speak with one of our customer service representative at least 30 days prior to your subscription end date to discontinue your service or write to us at email@example.com
For subscription based plans, a full refund will be issued if SM Tech Industries LLChas not been able to resolve even a single issue for you within the first 15 days of the subscription. If there are one or more resolved issues, the fees for the Subscription Service will not be refundable. Notwithstanding this SM Tech Industries LLCmay, at its sole discretion and on a case by case basis, agree to a refund of Subscription fees after deducting charges for servicing the Customer. The Company therefore reserves the right to address any refund or rebate request as deemed suitable to both Customer and Company in congruence. For incident based plans, you will be eligible for refund when any of the following criterions are met: • You have all the prerequisites which were required to resolve the problem and Issue was not resolved till the time account was active. • The issue is out of scope for the particular plan • 15 days have not passed after the issue was last worked upon by an SM Tech Industries LLCtechnician
PERSONAL AND NON-COMMERCIAL USE LIMITATION
Unless otherwise specified, the Services, Materials and Software are solely for your personal and non-commercial use in addressing matters covered by your Service Plan. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, modify, create derivative works from, transfer, distribute or sell any information, software, products or services obtained from the Services, Materials, or Software. Any Services, Materials, and Software are available only in connection with Services under a valid Service Plan.
NO UNLAWFUL OR PROHIBITED USE
FAIR USAGE POLICY; SUSPENSION OR TERMINATION OF SUBSCRIPTION:
Though SM Tech Industries LLChas no limits on the amount of online support requests a Subscription based plan user may make during the subscription period, however, each Subscriber's use of the support services for the subscription based plans are subject to SM Tech Industries LLC' "fair use" policy. Under this policy, if at any time, in SM Tech Industries LLC' sole discretion, a subscription based plan user is found to be abusing the service by exceeding the level of use reasonably expected from someone using a Subscription based Plan for individual use, then SM Tech Industries LLCreserves the right to suspend or terminate Subscriber's Subscription Services. In addition, SM Tech Industries LLCreserves the right to suspend or terminate any Subscription Services of any Subscriber that SM Tech Industries LLC, in its sole discretion, determines are being used (a) fraudulently, (b) by any person other than Subscriber, or (c) for any computer system other than a Registered System. User may terminate the Service at any time by giving written or electronic notice to SM Tech Industries LLC; provided, however, that User will not be entitled to a refund of any fees prepaid by User for the Service.
SM Tech Industries LLCmay provide you with the use of e-mail services, addresses, bulletin board services, instant messaging services, chat areas, news groups, forums, communities, personal web pages, calendars, file cabinets and/or other message or communication facilities designed to enable you to communicate with SM Tech Industries LLC' employees and others as appropriate to your Service under a Plan Order (each a "Communication Service" and collectively "Communication Services"). Communications Services shall only be used under an accepted Plan Order, and not for any other purpose.
USE OF COMMUNICATION SERVICES
You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not: • Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). • Defame abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. • Publish post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information. • Upload, or otherwise make available, files that contain images, photographs, service or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same. • Use any material or information, including images or photographs, which are made available through the Materials in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party. • Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar service or programs that may damage the operation of another's computer or property of another. • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages. • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner. • Falsify or delete any proprietary rights notices, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of service or other material contained in a file that is uploaded. • Restrict or inhibit any other user from using and enjoying the Communication Services. • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service. • Harvest or otherwise collect information about others, including e-mail addresses. • Violate any applicable laws or regulations. • Create a false identity for the purpose of misleading SM Tech Industries LLCor others. • Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Materials or other user or usage information or any portion thereof. SM Tech Industries LLChas no obligation to monitor the Communication Services. However, SM Tech Industries LLCreserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. SM Tech Industries LLCreserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. SM Tech Industries LLCreserves the right at all times to disclose any information as SM Tech Industries LLCdeems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in SM Tech Industries LLC' s sole discretion. Any materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.
You may not create hyperlinks to any portion of the SM Tech Industries LLCPortal, nor any Materials or Software posted therein.
GENERAL LICENSE RESTRICTIONS
Any other use of the SM Tech Industries LLCPortal, Services, Materials or Software, other than as explicitly permitted by SM Tech Industries LLCis prohibited. Rights to execute, copy, modify, display, transmit, distribute, manufacture, use, sale are all reserved to SM Tech Industries LLCand its suppliers. Reverse engineering and decompilation of the Software is strictly prohibited.
In connection with obtaining Services, you agree that you will: • Cooperate with the SM Tech Industries LLCTechnician: We will use commercially reasonable efforts to provide the support to you. Our experience shows that most issues can be corrected as a result of close cooperation between you and the technician. Please listen carefully to the technician and follow the technician's instructions. You must confirm that the following conditions are true: o The situation giving rise to the question is, reproducible on a single system, i.e., one central processing unit with its workstations and other peripherals; o You must have knowledge regarding the hardware system, any software involved, and in the facts and circumstances surrounding the incident; o The full system, including software and hardware, is available to you and accessible by you without limit during any telephone discussions with SM Tech Industries LLCsupport personnel. • Software/Data Backup: You understand and agree that SM Tech Industries LLCshall under no circumstance be responsible for any lost or corrupted software or data. SM Tech Industries LLCstrongly recommends that you at all times maintain a complete data backup and disaster recovery plan. • Account, Password, and Security: For you to submit a Plan Order, you must complete the Registration Process by providing us with current, complete and accurate information as prompted by and required under the applicable Registration Form. You also will choose a password and a user name. You are solely and entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account. You agree to notify SM Tech Industries LLCimmediately of any unauthorized use of your account or any other breach of security. SM Tech Industries LLCwill not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by SM Tech Industries LLCor another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder. AVAILABILITY OF SERVICES AND MATERIALS UNDER FORCE MAJUERE CIRCUMSTANCES You hereby acknowledge that circumstances outside of SM Tech Industries LLC' reasonable control (e.g., acts of God, a large scale outbreak of a new computer virus, strikes, riots, wars, other military action, civil disorder, acts of terrorism, fires, floods, vandalism, sabotage, acts of third parties, or the like) may cause significant delays in SM Tech Industries LLC' ability to schedule a support session. You hereby release SM Tech Industries LLCfrom any and all liability, and agree that SM Tech Industries LLCshall not be liable to you or any third party for any direct or indirect damages whatsoever, resulting from such delays. SM Tech Industries LLCor its suppliers may, at any time, without notice or liability, restrict the use of the Service or limit its time of availability in order to perform maintenance activities and to maintain session control.
EXCLUSIONS FROM "SERVICES"
"Services" shall not include the following: • any item or activity not covered by the terms of a Plan Order; • service beyond the duration limitations identified in your Plan Order; • problem diagnosis and support that may not be completed because of a problem with your computer or other equipment, or their configuration that is beyond our control; • Software, including the operating system and software added to the registered hardware products which are out of scope for the Service Plan; • Problems that may and do result from: o External causes such as accident, abuse, misuse, or problems with electrical power; o Usage that is not in accordance with product instructions provided by manufacture; o Failure to follow the product instructions provided by manufacture or failure to perform preventive maintenance; or o Problems caused by using accessories, parts, or components not compatible with the product. o Non Compliance with the SM Tech Industries LLCtechnician instructions for resolving the query.
NOTICE SPECIFIC TO MATERIALS AND SOFTWARE AVAILABLE ON THE SM Tech Industries LLCPORTAL, OR THROUGH A SERVICE For your convenience, SM Tech Industries LLCmay make available Materials or Software (as each term is defined above) for use and/or download, whether as a part of a Service, or in promotion of the Services. Use of any Materials and any Software is governed by the more stringent of (a) the terms of the end user license agreement ("EULA"), if any, which accompanies the specific Materials and Software, or (b) if there is no EULA, these Terms and Conditions. The Materials and Software are made available for download solely for use by you according to (a) the EULA, and (b) the Plan Order. Any reproduction or redistribution of the service not in accordance with the EULA is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. No logo, graphic, sound or image from any SM Tech Industries LLCWeb site may be copied or retransmitted unless expressly permitted by SM Tech Industries LLC WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE MATERIALS OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION, REDISTRIBUTION OR ANY OTHER PURPOSE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE EULA ACCOMPANYING SUCH MATERIAL OR SOFTWARE.
END USER LICENSE AGREEMENTS (EULA)
In connection with our Service, we may provide to you, the use of certain software which is owned by SM Tech Industries LLCor its third party licensors, and suppliers. We as well as the third party licensors reserve the right to update or change the Software from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. You may use the Software only as part of, or for use with, the Service in accordance with the Service Plan and for no other purpose. The Software may be accompanied by a EULA from SM Tech Industries LLCor a third party. Your use of the Software is governed by the terms of that license agreement and by this Agreement, where applicable. You may not install or use any Software that is accompanied by or includes a EULA unless you first agree to the terms and conditions of the EULA. EULA FOR SM Tech Industries LLCSOFTWARE With regard to any Software made available to you by SM Tech Industries LLCthrough the SM Tech Industries LLCPortal for which your acceptance of a separate license agreement is not required ("SM Tech Industries LLCSoftware"), you are hereby granted a revocable, non-exclusive, non-transferable license by SM Tech Industries LLCto use the SM Tech Industries LLCSoftware (and any corrections, updates and upgrades). In accordance with and as required under the Service Plan you shall not make any copies of the SM Tech Industries LLCSoftware. You agree that the SM Tech Industries LLCSoftware is the confidential and proprietary information of SM Tech Industries LLCor its third party licensors, providers or suppliers, and which you shall not disclose to others or use except as expressly permitted herein. You may not de-compile, reverse technician, disassemble, attempt to discover any source code or underlying ideas or algorithms of the SM Tech Industries LLCSoftware, or otherwise reduce the SM Tech Industries LLCSoftware to a human readable form, modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense or distribute copies of the Software, or otherwise transfer the SM Tech Industries LLCSoftware to any third party. You may not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the SM Tech Industries LLCSoftware. You acknowledge that this license is not a sale of intellectual property and that SM Tech Industries LLCor its third party licensors, providers or suppliers continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the SM Tech Industries LLCSoftware and related documentation, as well as any corrections, updates and upgrades. The SM Tech Industries LLCSoftware may be used only in the country of residence at the time of acceptance of these terms for use of the SM Tech Industries LLCSoftware. Export of the SM Tech Industries LLCSoftware is strictly prohibited.
THIRD PARTY PRODUCTS
As part of the Services, SM Tech Industries LLCmay suggest that you acquire, install and use certain third party software or services ("Third Party Software"). Third Party Software is licensed to you by the respective owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensees before installing Third Party Software, whether SM Tech Industries LLCassists you in the acquisition, installation, and/or use of Third Party Software. SM Tech Industries LLChas no responsibility or rights to the Third Party Software and does not license Third Party Software to you or make any representation or warranty regarding the Third Party Software. Your license to the SM Tech Industries LLCSoftware shall remain in full force and effect unless and until terminated by SM Tech Industries LLC, its third party licensors, providers or suppliers, or until your Service Plan is terminated as provided by your Plan Order and these Terms and Conditions. Upon termination of your Service Plan for any reason, you must cease all use of the Service Plan and the SM Tech Industries LLCSoftware and immediately delete the SM Tech Industries LLCSoftware from your computer. To the extent that we provide technical assistance and support for Third Party Software or equipment, you must ensure that you comply with the terms and conditions under which you licensed such Third Party Software or purchased such equipment. We make no representation or warranty that we are an authorized service provider for Third Party Software or for any equipment; it is your sole responsibility to determine if you require additional rights for us to provide suchsupport and if so, to acquire such rights. You acknowledge that support of Third Party Software or equipment by an unauthorized service provider may void any warranty made by the supplier of such Third Party Software or equipment.
THIRD PARTY AGREEMENTS
As part of the Services, SM Tech Industries LLCmay suggest certain third party services to you. If you choose to subscribe to or otherwise use any third party services, your use of any such services is subject to the terms of service of such third party service provider. You agree to comply with such provider's terms of service and that the third party provider is solely responsible for delivery of its service(s) to you and your use of them. Third party services include, but are not limited to technical support, portal, training, music, gaming and storage services that SM Tech Industries LLCmay elect to make available from time to time. Violation of such third party provider's terms of service may, in SM Tech Industries LLC' sole discretion, result in the termination of your customer account and use of service.
TERM AND TERMINATION
SM Tech Industries LLCat its sole election may terminate or suspend your Service immediately without notice if, in the sole discretion of SM Tech Industries LLC: (a) you are in breach of any of the Terms and Conditions (including but not limited to all policies regarding abuse and acceptable use of the Service) or any license for Third Party Software; (b) your use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, SM Tech Industries LLC' network, or the use and enjoyment of SM Tech Industries LLC' other users; (c) SM Tech Industries LLCreceives an order from a court to terminate the Service you are availing ; (d) if SM Tech Industries LLCfor any reason ceases to offer the Service; (e) if you are no longer a SM Tech Industries LLCcustomer, or (f) SM Tech Industries LLCdetermines that you are abusing the Service. SM Tech Industries LLC, in its sole discretion, may refuse to accept your request for the Service, renewal or re-subscription following a termination or suspension of your use of the Service.
If any provision of the Terms of Service be held invalid or unenforceable, that portion shall be enforced to the maximum extent possible, and all other provisions contained in the Terms of Service shall remain in full force and effect. SM Tech Industries LLC' failure to enforce any provision of the Terms of Service shall not be deemed a waiver of such provision nor of the right to enforce such provision.
The SM Tech Industries LLCPortal is available internationally and may contain references to SM Tech Industries LLCproducts, services, and programs that are not available in a viewer's country. These references do not imply that SM Tech Industries LLCintends to make such products, services, or programs available in such country.
SM Tech Industries LLCreserves the right to amend the Terms and Condition, and the SM Tech Industries LLCPortal at any time by (a) posting a revised version of the Terms and Conditions on the SM Tech Industries LLCPortal (http://www.SM Tech Industries LLC.net/terms.html), or by (b) sending information regarding any amendment to the Terms of Service to the email address you provide to SM Tech Industries LLCin connection with registration. You are responsible for regularly reviewing the SM Tech Industries LLCwebsite to be notified of any amendments to the Terms and Conditions.
ARBITRATION AND CLASS ACTION WAIVER
Arbitration Any claim, dispute, or controversy ("Claim") arising out of or relating to this Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association ("AAA"), under the AAA Consumer Rules in effect at the time the Claim is filed ("AAA Rules"). The arbitrator's decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction or application may be made for judicial acceptance of the award and an order of enforcement. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. The arbitration proceedings shall be held in New York, U.S.A. and shall be subject to the terms of this Agreement, the intentions of the parties as stated herein, international commercial practice, and the governing law of this Agreement. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Class Action Waiver The Parties hereby expressly agree that any Claim must be brought in the respective party's individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.