Terms & Conditions for Mailbox Renters

Last Revision: 21 June 2021

 

THESE TERMS & CONDITIONS FORM A BINDING AGREEMENT; PLEASE REVIEW THEM CAREFULLY

 

BUGO, LLC, A NEVADA LLC D.B.A. ANYTIME MAILBOX (“ATMB”) PROVIDES SOFTWARE AND SERVICES THAT ENABLE SHIPPING STORES, COMMERCIAL MAILBOX PROVIDERS, AND OTHER COMPANIES (COLLECTIVELY, “OPERATORS”) TO OFFER ONLINE MAIL MANAGEMENT SERVICES TO THEIR CUSTOMERS. THOSE CUSTOMERS (REFERRED TO HEREIN AS “RENTERS”), IN ORDER TO TAKE ADVANTAGE OF THE ONLINE MAIL SERVICES THAT ATMB OFFERS THROUGH THE OPERATORS (WHICH INCLUDE, WITHOUT LIMITATION, PROVIDING RENTERS WITH THE ABILITY TO VIEW AND MANAGE THEIR POSTAL MAIL AND PACKAGES), A PROSPECTIVE RENTER MUST SUBMIT THE NECESSARY DOCUMENTS AND INFORMATION, AND OTHERWISE TAKE ALL STEPS REQUIRED BY ATMB AND BY RENTER’S SELECTED OPERATOR. AS A FIRST STEP TOWARDS BECOMING A RENTER, A PROSPECTIVE MAILBOX USER MUST AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS DIGITAL MAILBOX RENTER AGREEMENT (THIS “AGREEMENT”). AS USED IN THIS AGREEMENT, THE “SERVICES”REFER TO ATMB’S ONLINE MAIL MANAGEMENT SERVICES, WHICH ARE DESCRIBED IN MORE DETAIL BELOW, TOGETHER WITH THE ANYTIMEMAILBOX.COM WEBSITE AND ANY OTHER WEBSITE OWNED OR CONTROLLED BY ATMB ON WHICH THIS AGREEMENT APPEARS (COLLECTIVELY, THE “SITE”).

 

ANY PERSON OR ENTITY THAT DESIRES TO BECOME A RENTER OF THE SERVICES MUST AFFIRMATIVELY INDICATE ITS ACCEPTANCE OF THIS AGREEMENT BEFORE CONTINUING WITH THE REGISTRATION PROCESS. BY INDICATING SUCH ACCEPTANCE AND PROCEEDING TO REGISTER FOR AND USE ANY SERVICES, RENTER IS AGREEING TO ALL OF THE TERMS OF THIS AGREEMENT. ATMB IS NOT WILLING TO PERMIT USE OF THE SERVICES BY ANY PERSON WHO IS UNWILLING OR UNABLE TO AGREE TO ALL OF THESE TERMS; ANY PROSPECTIVE RENTER WHO CANNOT OR WILL NOT AGREE TO ALL OF THESE TERMS MUST EXIT OUT OF THE AGREMENT REVIEW AND ACCEPTANCE PROCESS IMMEDIATELY, AND THEREAFTER MAY NOT CONTINUE WITH ANY USE OF ATMB SERVICES COVERED BY THIS AGREEMENT.

 

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF SOMEONE ELSE, WHETHER AN EMPLOYER, A CUSTOMER, A CLIENT OR ANY OTHER THIRD PARTY, YOU MUST BE PREPARED TO DEMONSTRATE TO ATMB THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF AND ACCEPT THIS AGREEMENT FOR THAT THIRD PARTY AS THE RENTER; PROVIDED, THAT ATMB IS NOT UNDER ANY OBLIGATION TO REQUEST SUCH PROOF, AND ATMB WILL BE ENTITLED TO ASSUME THAT IF YOU ACCEPT THIS AGREEMENT ON A RENTER’S BEHALF YOU HAVE BEEN AUTHORIZED TO DO SO, AND TO BIND THE RENTER TO THE TERMS OF THIS AGREEMENT.

 

This Agreement, which sets forth the terms of Renter’s access to and use of the Services, is effective as of the date that this Agreement is accepted by Renter or on Renter’s behalf (the “Effective Date”). Renter agrees as follows:

 

1. Background on this Agreement. This Agreement is for Renter’s access to and use of the Anytime Mailbox Services and the digital and remote mailbox services provided to Renter thereby (such mailbox services being referred to herein as Renter’s “Mailbox”). The Services consist of software, websites and online services that will allow Renter to have its postal mail scanned by an Operator (selected by Renter), after which Renter can view and manage this scanned mail via a digital mailbox provided by ATMB’s online, digital platform. For the avoidance of doubt, ATMB does not take any part whatsoever in the receipt or other handling of any renter’s or user’s physical mail. As a result, ATMB has no control over or role in the delivery or distribution of any physical mail, the scanning of any physical mail for purposes of making it available in Renter’s Mailbox or otherwise accessible via the Services, or the assignment of any mail, once scanned, to Renter’s Mailbox or to any other digital mailbox maintained on and provided via the Services. Accordingly, by entering into this Agreement and using the Services, Renter is acknowledging that ATMB will have no liability to Renter or to any third party for any mail that is not properly scanned, assigned or otherwise handled, and ATMB expressly disclaims any warranty regarding the handling, distribution, appearance or availability of mail on or via the Services. The specific mail-related services that ATMB offers are identified in Section 4 below. Renter acknowledges that unintentional mail scanning errors may occur from time to time by the Operator and that incorrectly addressed mail may appear in the Renter’s Mailbox and that once the Operator has been made aware of the error by Renter, the Operator will take all reasonable steps to remedy the error as quickly as possible, and Renter acknowledges that under no circumstances will the Operator be liable to the intended recipient, or to any incorrect recipient as stipulated in section 2.3 (vii). Renter further understands their obligations set out in section 4.2 regarding unauthorized mail appearing in their digital Mailbox.

 

2. Authorization and Required Documentation.

 

2.1 Authorization. By executing this Agreement, Renter is expressly authorizing ATMB and Renter’s Operator to view, scan and provide Renter with information regarding, and with scans of the outside of, Renter’s physical mail received by Renter’s selected Operator, as well as scans of the internal contents of such mail where authorized by Renter in accordance with this Agreement. Moreover, each time Renter (including anyone with the actual or apparent authority to act on Renter’s behalf) uses the Services to request any specific Action Item (as defined in Section 4 below), Renter is giving its express and legally binding authorization for ATMB and Renter’s Operator to perform such Action Item. Notwithstanding the foregoing, Renter understands and agrees that an Operator may decline, in its sole discretion, to scan and provide to Renter an external and/or an internal image of any mail that such Operator determines is or is likely to be or contain any materials that are obscene, an incitement to hate or violence, or otherwise contrary to law or in violation of this Agreement. In addition, an Operator may open and inspect, and Renter hereby acknowledges and agrees that each Operator reserves the right to open and inspect, any mail or packages as appropriate in the Operator’s discretion, including (without limitation) any that may arrive damaged.

 

2.2 HIPAA; Privacy Laws. Renter understands that ATMB and its Operators are obligated to comply with laws and regulations regarding specific types of protected or otherwise confidential information, and that (a) the outside of an item of mail may not reveal that its internal contents include such protected or confidential information, and (b) even if the outside of an item of mail does provide such information regarding its internal contents, Renter may nevertheless use the Services to direct an Operator to open the item of mail and scan its internal contents for delivery to Renter’s Mailbox. Accordingly, by executing this Agreement and accessing and using the Services, Renter is giving express authorization and consent for Operators to open, and for Operators and ATMB to use the Services to deliver or otherwise scan, process or forward, all of Renter’s mail.

 

2.3 Verification.

 

(a) Each individual or entity that desires to receive physical mail addressed to him, her, them or it at Renter’s mailing address (i.e., with Renter’s Operator) must provide legal verification of identity in accordance with all requirements applicable to Renter, the proposed mail recipient, and/or the jurisdiction or location where the physical mail will be received. Without limiting the generality of the foregoing, Renter must be prepared to provide all required or reasonably requested personal ID documents (where the proposed addressee is an individual) or corporate/business documents (where the proposed addressee is a company, business or other entity). Renter understands that this verification process can take up to five (5) business days once Renter has supplied the necessary documents. Unless prior arrangements have been made, the Operator shall only be obligated to accept mail or packages delivered by commercial carrier services, which require a signature from the Operator as a condition of delivery. Renter must accept and sign for all mail and packages upon the request of the Operator. In connection with the foregoing, Renter specifically acknowledges and agrees that:

(i) An Operator has the right to refuse to accept any mail or package item until the Operator has received a valid ID from Renter and has otherwise verified Renter’s identity (such verification to be confirmed in the Operator’s sole and absolute discretion) and activated Renter’s Mailbox. The Operator legally cannot provide Renter with mail received by the Operator and addressed to Renter, and instead, the Operator may return any such mail to the entity responsible for delivery, endorsed “Undeliverable, No Authorization to Receive Mail for this Addressee”;

(ii) If Renter’s Operator offers, and Renter selects for its Mailbox, any “Business Address” product or service, Renter hereby acknowledges (subject to Section 2.3(a)(iii) below) that this Mailbox cannot be used as an official business address or otherwise for or in connection with any business transactions, and Renter expressly agrees that it will only use any such Mailbox (as well as the Operator location where the physical mailbox is located) for marketing and promotional purposes, and to identify Renter’s address for any mail sent in connection with such purposes. Without limiting the foregoing, under no circumstances will Renter list the physical address of its Mailbox as a business address for Renter or for any business owned, operated or represented by Renter, nor will Renter imply or seek to create any impression that Renter maintains a physical location for its customers at the physical address for Renter’s Mailbox, and Renter is expressly prohibited from listing the physical address for a Mailbox as Renter’s business address if such listing would violate the guidelines or terms of use for a listing on Google (whether for a “Business Profile” on Google My Business or for any other service that Google offers) or on or with any other online service, directory or tool for listing or promoting businesses. ATMB will be entitled to charge and collect, automatically and without prior notice, a $50 fee for each violation of this paragraph by Renter, as described in more detail in Section 5.1 below.

(iii) Notwithstanding the restrictions set forth in Section 2.3(a)(ii) above, if Renter believes that it is legally entitled to use its Mailbox and its Operator’s physical address for entries in public schedules or registers (e.g., commercial or trade registers), or for listings on Google or any other online service, directory or tool that would otherwise be prohibited under Section 2.3(a)(ii), it will be Renter’s obligation to independently ensure compliance with all legal and other requirements, rules and regulations of Renter’s jurisdiction or of the applicable online business or service, and to provide sufficient proof of such compliance upon any request by ATMB and/or Renter’s Operator. Whether or not Renter is able to provide such proof, neither ATMB nor Renter’s Operator will have any liability whatsoever for Renter’s non-compliance or for any damages, losses, penalties or other harms, financial or otherwise, that may arise or result from Renter’s use of its Mailbox and/or Operator’s physical address for formal or official business purposes.

(iv) An Operator has the right to refuse to accept any mail or package addressed to Renter due to the size or other condition of the mail or package or the circumstances of its transmission, delivery, or arrival;

(v) Once Renter has completed the verification process and been approved by Operator as described above, the Operator will have final determination regarding acceptance of any mail, and Renter will not begin forwarding mail to the Operator’s address until Renter has been notified that the Operator has approved Renter’s application; if an Operator has otherwise failed to approve Renter’s application, then Renter’s mail will be returned to its senders endorsed “Undeliverable as Addressed,” and if Renter does not have valid ID verification on file with the Operator, then Renter’s mail will be returned in accordance with Section 2.4(a)(i) above;

(vi) ATMB delivers scanned copies of mail to renter accounts via digital mailboxes provided via the Services, and ATMB does not warrant that all mail will be timely or accurately delivered, or that mail will never be mistakenly assigned to another account, and Renter acknowledges that under no circumstances will ATMB or the Operator be liable to the intended recipient, or to any incorrect recipient;

(vii) ATMB will, promptly after being made aware of any incorrectly delivered mail, exercise commercially reasonable efforts to notify both the intended recipient and the unintended recipient, and to remove incorrectly delivered mail from the applicable digital mailbox;

(viii) An Operator may refuse to continue to process Renter’s mail at any time, and may thereafter refer Renter back to ATMB for referral to another Operator, with or without prior notice, and for any reason (including for no reason), such as (by way of example only) for any actual or suspected fraudulent or illegal activity by or involving Renter.

2.4 Unlawful or Suspicious Activity. Renter will immediately notify ATMB of any suspected or actual fraudulent, unauthorized, illegal, improper or suspicious use of the Services, as well as of any other breach of security or unauthorized or illegal activity that Renter reasonably suspects to be occurring in connection with the Services.

 

2.5 Privacy Policy. A complete statement of ATMB’s current privacy policy (the “Privacy Policy”) can always be found on the ATMB website and the Operator’s website. The Privacy Policy (including any amendments thereto from and after the Effective Date hereof) is expressly incorporated into this Agreement by this reference, and Renter’s access to and use of the Services constitutes Renter’s acceptance of and agreement to the Privacy Policy as part of this Agreement. If there is any conflict between this Agreement and the terms of the Privacy Policy on any matters relating to the privacy of information or data, the terms of the Privacy Policy will prevail.

 

2.6 Additional Terms. From time to time during the Term of this Agreement (as defined in Section 6 below), ATMB may expand or modify the Services by offering new, additional or modified products or services (“Additional Services”) that ATMB is including as part of the Services; occasionally, these Additional Services will be subject to additional terms and conditions of use (“Additional Terms”); ATMB will present any such Additional Terms in conjunction with its introduction of the applicable Additional Services, and unless the Additional Services are optional (in which case Renter will be required to separately accept the Additional Terms prior to any use of these optional Additional Services), any Additional Terms that ATMB promulgates will automatically be binding on Renter, and will hereby be deemed incorporated into this Agreement by this reference. If Renter does not agree to the Additional Terms, then Renter’s sole recourse will be to terminate this Agreement and cease all use of the Services.

 

3. Access to the Services.

 

3.1 Requirements. In order to access and use the Services, Renter will need to select and register with an Operator, and then follow all ATMB instructions and steps for creating an account with ATMB (including, without limitation, by providing complete and accurate answers to all ATMB requests for information in connection with that account registration process). After registering, once Renter has accepted and agreed to this Agreement and submitted all information and documents required hereunder, Renter will be provided with access to the ATMB dashboard, for use in accessing the Services during the Term as permitted by this Agreement; provided, that ATMB will be entitled to commence invoicing Renter upon Renter’s execution of this Agreement (and Renter will be obligated to pay such invoices in accordance with the terms hereof and as required for Renter’s chosen Services), notwithstanding that Renter has not yet submitted to ATMB or the Operator all documents required in order to enable ATMB and the Operator to perform such Services, and notwithstanding that Renter may not yet be receiving postal mail at its Operator (e.g., for one or more of the reasons identified in Section 2.4(a) above).

 

3.2 Operator Selection. Renter will be solely and entirely responsible for selecting and engaging an Operator that will be able to receive Renter’s mail and offer Renter access to ATMB and its Services. Renter understands and acknowledges that it will be Renter’s obligation to carefully research potential Operators, and to satisfy itself that the Operator that Renter selects is competent, trustworthy, financially stable, and operating in compliance with all applicable Federal, State, Commonwealth, EU, and other territorial laws (including without limitation any applicable executive or administrative orders issued by a governmental authority). Notwithstanding that ATMB (via its Site or through other means) may offer Renter assistance in finding and selecting an Operator (and may even do so in a way that Renter construes as providing recommendations or directing Renter to a particular Operator), ATMB does not recommend or endorse or otherwise direct any existing or prospective renter to any particular Operator. ATMB will have no liability whatsoever for Renter’s selection of its Operator, or for any Renter or third-party claims related to or arising out of any acts or omissions of such Operator in enabling or facilitating Renter’s receipt of mail in its Mailbox, or in otherwise assisting ATMB with any of the Services provided hereunder. For the avoidance of doubt, Renter’s selected Operator is Renter’s CMRA (Commercial Mail Receiving Agency), and under no circumstances will ATMB be deemed to be a CMRA as a result of any of the Services that ATMB offers or provides.

 

3.3 Account Access and Security. The individual identified for account access in Renter’s registration materials is the sole authorized user of Renter’s account, and has been or will be provided with instructions on how to create an account and access the Services. Renter will be responsible for maintaining the confidentiality of its password and any account number or other confidential account information selected by Renter or provided by ATMB for access to the Services. Renter will be solely and fully responsible for all activities that occur under Renter’s name or account, or with the use of Renter’s login information or password. ATMB has no control over the use of any renter account and expressly disclaims any liability derived therefrom. If Renter suspects suspect that any unauthorized party may be using Renter’s login, password or account, or that there has been any other breach of security relating to the Services or Renter’s access thereto, Renter will contact ATMB immediately and will fully cooperate with ATMB in any investigation into such unauthorized access or use.

 

3.4 Suspension of Access. ATMB may, in its reasonable discretion and without prior notice to Renter, suspend Renter’s access to and use of the Services at any time if ATMB believes that (a) Renter is in breach of any obligations under this Agreement; (b) Renter’s use of the Services poses a security risk; (c) Renter’s use of the Services violates, misappropriates, or infringes the rights of ATMB or a third party; or (d) Renter’s use of the Services imposes unexpected or excessive demands on ATMB, on Renter’s Operator, or on other users of the Services. Upon any such suspension, Renter and ATMB will cooperate in good faith to identify the cause of the issue giving rise to the suspension, and without limiting any of ATMB’s other rights, no suspension will be lifted until Renter can demonstrate to ATMB’s reasonable satisfaction that Renter has removed or otherwise remedied the issue or issues giving rise to the suspension.

 

4. Available Services.

 

4.1 Action Items.

 

(a) Initial Action Items. Once an Operator has scanned the outside of an item of Renter mail, Renter can then direct the Operator via the Services to perform certain initial actions (each, an “Initial Action Item”), for which Renter will be charged the applicable fee set forth in the Fee Schedule (defined below). Each Operator will determine (in its sole discretion) which Initial Action Items to offer to its renters, and neither ATMB nor its Operators will have any liability for an Operator’s failure to offer certain Initial Action Items, or for any changes to its Initial Action Items that an Operator may make from time to time. The Initial Action Items may include any or all of the following, and while their availability from a particular Operator may be indicated via the information that the Services provide to Renter regarding the Operators, Renter will be solely responsible for confirming that its chosen Operator offers all of the Initial Action Items that Renter will or may require during the Term hereof:

(i) Open and scan the internal contents of the mail;

(ii) Where clear from the outside that the mail contains a check, open the mail and endorse and deposit the check, in accordance with Renter’s specific instructions and to an authorized Renter bank account;

(iii) Hold the mail for pick-up;

(iv) Physically store the item of mail;

(v) Shred or recycle the mail;

(vi) Forward the (physical, unopened) mail to an address specified by Renter.

(b) Subsequent Action Items. Once an Operator has performed any of the Initial Action Items listed above that result in Renter being provided with additional information about the nature or contents of an item of Renter mail, Renter will have the option to further direct the Operator via the Services to perform certain additional actions(each, a “Subsequent Action Item,” and together with the Initial Action Items, collectively, the “Action Items”), for which Renter will be charged an additional fee as set forth in the Fee Schedule. As with Initial Action Items, each Operator will determine (in its sole discretion) which Subsequent Action Items to offer to its renters, and neither ATMB nor its Operators will have any liability for an Operator’s failure to offer certain Subsequent Action Items, or for any changes to its Subsequent Action Items that an Operator may make from time to time. In general, Subsequent Action Items are expected to include the following:

(i) Shred or recycle a mail item that has been opened and scanned;

(ii) Hold an opened item of mail for pickup, or continue to physically store pending further instructions;

(iii) Forward the opened item of mail to an address specified by Renter;

(iv) Unpack a larger parcel for individual reshipment of items contained therein;

(v) Consolidate multiple smaller parcels into a single larger package for reshipment; or

(vi) Endorse and deposit, in accordance with Renter’s specific instructions and to an authorized Renter bank account, a check that is made out to Renter.

(c) Renter Inaction. Where Renter’s Initial Action Item is to request that the internal contents of an item of mail be scanned, once the scanned item becomes available in Renter’s Mailbox Renter will then have ten days in which to select a Subsequent Action Item. If Renter fails to select a Subsequent Action Item within such 10-day period (the “Next Action Period”), then Renter may (at an Operator’s discretion or pursuant to an Operator’s terms) begin to incur storage fees for the continued storage of the physical item of mail. In addition, and notwithstanding any incurring storage fees charged to Renter for the scanned mail item, if Renter has not selected a Subsequent Action Item prior to expiration of the Next Action Period applicable to a scanned mail item, Operator will have no obligation to retain and continue to store the physical item of mail, and may elect to destroy (by shredding or other reasonably secure means) any such item of scanned mail. For clarity, an Operator will have no liability to Renter whatsoever for any physical item of mail that has been opened and scanned by the Operator, where Renter fails to specify a Subsequent Action Item prior to expiration of the Next Action Period applicable to such item of mail.

(d) Renter Responsibility. Renter understands and agrees that any decision to provide, terminate or modify an Action Item will be made by an Operator in its sole discretion, and ATMB makes no assurances or warranties about the nature or extent of the Action Items that may or may not be available from an Operator at any time or from time to time during the Term hereof. Renter is and will at all times be solely responsible for Action Item requests and/or other instructions to perform Services, and Renter will be responsible for payment of all fees and expenses associated therewith. Neither ATMB nor any Operator will be responsible (whether to Renter or to any third party) for items that are recycled or shredded as a result of Renter’s request or direction, or for the results of any other Action Items that are taken pursuant to Renter’s instructions or at Renter’s direction, and by using the Services to request performance of any Action Item, Renter is giving its express and legally binding authorization to ATMB and its Operators to perform such Action Items. Without limiting any of the foregoing, Renter understands and agrees that Renter will be solely responsible for confirming and otherwise ensuring that an Operator has the complete, up-to-date and otherwise accurate information required for the Operator to perform any Subsequent Action Item requested by Renter.

4.2 Unauthorized Mail. In the event that postal mail content or information belonging to a person outside of Renter’s account appears in Renter’s Mailbox by means other than a transfer from the addressed user (“Unauthorized Mail”), Renter will not take or request any Action Item with respect to such mail, other than to alert the Operator (with a copy to ATMB at [email protected]) that Renter has received Unauthorized Mail. Renter further agrees not to view, read, copy, print, or otherwise distribute, disseminate, disclose, or use for any purpose any content or other information on or within a piece of Unauthorized Mail. Renter agrees that violation of this paragraph will be grounds for immediate termination of Renter’s account, at ATMB’s sole discretion, and that failure to comply with Renter’s obligations, as stated above and elsewhere in the Agreement, in connection with any Unauthorized Mail may expose Renter to criminal and/or civil liability, including responsibility for monetary damages.

 

4.3 Changes to Features and Action Items. Renter understands and agrees that ATMB reserves the right, at any time and without liability, to change the features and functionality of the Services, which changes might include, without limitation and by way of example only, adding or removing Action Items, or changing the fees charged for certain features of the Services. ATMB will use commercially reasonable efforts to provide Renter with prior notice of any such changes made during the Term hereof. If Renter does not agree to any changes, Renter’s sole course of action will be to stop using the Services and terminate this Agreement in its entirety.

4.4 Add-on to Physical Mailbox. In the event that Renter currently holds a physical mailbox (Private Mail Suite) with the Operator, Renter understands that the digital Mailbox service is a separate service to the physical mailbox and that the Renter is bound by both sets of Terms & Conditions separately until such time as Renter terminates the service. Renter further understands that if he terminates the physical mailbox service, he must relinquish the physical mailbox number and will be assigned a digital Mailbox number.

 

5. Pricing and Effect of Nonpayment.

 

5.1 Fees. Each Site that offers registration for the Services will include information regarding the fees applicable to (and Services provided under) available subscription plans, as well as Renter’s pricing for optional Services not included in or above the included limits of a chosen subscription plan (all such pricing, collectively, the “Fee Schedule”). The Fee Schedule applicable to Renter’s selected Services (as such Fee Schedule may be amended from time to time by ATMB) is hereby incorporated into this Agreement by this reference. All fees for Services are subject to change at any time, and once paid, are non-refundable; Renter can view the then-current Fee Schedule at any time by accessing the section of the ATMB or Operator Site with Renter’s plan and pricing information, such that Renter will always be able to determine the fees for an Action Item before initiating a request, as well as the fees for an ATMB subscription any time Renter desires to renew, extend or upgrade the Services provided under this Agreement. Renter will also be solely responsible for payment of any and all federal, state, country, local, or foreign taxes, import duties, tariffs, VATs, or other similar levy or fee of any kind whatsoever, and Renter will promptly pay (or, if applicable, reimburse ATMB or its Operator for) any such amounts imposed on Renter in connection with Renter’s use of the Services and performance of this Agreement. It will be Renter’s obligation, and a condition of Renter’s continued access to and use of the Services, to make timely payment of all fees for (or imposed on) Services purchased under Renter’s account. In addition to any and all other fees payable by Renter for the Services, if Renter violates Section 2.3(a)(ii) above, then without limiting any other rights or remedies available to ATMB or an Operator related thereto, Renter will incur and will automatically be charged a $50 fee for the first violation, which fee will increase to $100 per violation for any subsequent or recurring violations.

 

5.2 Security Deposit.

 

(a) ATMB may require that Renter provide a security deposit (the “Security Deposit”), in order to initiate the Services and obtain a Mailbox hereunder, to be held by ATMB as security for Renter’s faithful and timely performance of its obligations under this Agreement. In addition, ATMB may require that Renter provide a Security Deposit (or an increase to the Security Deposit then held by ATMB) at any time during the Term (including, for the avoidance of doubt, where Renter was not previously required to provide any Security Deposit), where ATMB has reasonable concerns regarding, or reasonable doubt about, Renter’s ability to continue to meet its payment obligations under this Agreement. ATMB will notify Renter in writing of any such requirement for a new Security Deposit or an increase to Renter’s Security Deposit amount, and Renter will promptly provide ATMB with the requested amount.

(b) If Renter fails to pay any fees due hereunder, or otherwise defaults under this Agreement, ATMB may use, apply or retain all or any portion of Renter’s Security Deposit for the payment of any amount due to ATMB or an Operator, or to reimburse or compensate ATMB for any liability, expense, loss or damage which ATMB may suffer or incur by reason thereof. If ATMB uses or applies all or any portion of the Security Deposit, then Renter will, within 10 days after ATMB’s written request therefor, provide ATMB with money sufficient to restore the Security Deposit to the full amount then required by ATMB.

(c) Within 30 days after the expiration or termination of this Agreement, ATMB will return to Renter that portion (if any) of the Security Deposit not used or applied by ATMB as permitted hereunder, including (without limitation) against any amounts then due from Renter. No part of the Security Deposit will be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by ATMB under this Agreement.

5.3 Suspension for Nonpayment. It will be Renter’s obligation to pay all invoices when due (which, depending upon the nature of Renter’s Services or any particular Action Items may be in advance, upon execution of the Action Item, or within some prescribed period of time thereafter), and Renter’s account will be placed in suspension and made inactive if ATMB or an Operator (as applicable based on the fees incurred) should fail to receive Renter’s timely payment of amounts due hereunder. A Renter account that is made inactive will retain all digital mail and other information and data, but will be unavailable to and inaccessible by Renter until Renter’s account is brought current by payment (and ATMB or Operator’s receipt, as applicable) of amounts sufficient to cause Renter’s account balance to equal or exceed $0. ATMB or an Operator may also lock Renter’s access to the Services in the event ATMB or an Operator should have a reasonable basis to believe Renter is using or attempting to use the Services for illegal purposes or in violation of this Agreement. Notwithstanding anything set forth herein, Renter will continue to incur charges in respect of Services and Action Items that are required to be executed on Renter’s account, even while such account has been made inactive or otherwise suspended. In addition, and without limiting the foregoing or any of ATMB’s other rights under this Agreement or under applicable law, if Renter should fail to restore an account that has been suspended and made inactive hereunder to at least a $0 balance within 30 days after the date of suspension, ATMB and or an Operator will have the right to terminate Renter’s account and permanently delete all digital mail items and any other information or data stored in Renter’s Mailbox or otherwise retained for Renter or on Renter’s behalf.

 

6. Term and Termination.

 

6.1 Term and Termination. The term of this Agreement (the “Term”) will begin on the Effective Date and continue until terminated in one of the following ways:

 

(a) Termination by Renter for Convenience. Renter may terminate this Agreement at any time by sending written notice of termination to ATMB; provided, that no termination by Renter under this paragraph will be effective until Renter has complied with any and all terms in place between Renter and its Operator. For clarity, Operators may impose additional or different terms than those specified herein, and it will be Renter’s obligation to know, understand, and comply with any and all such terms. While there is no fee for Renter to terminate this Agreement, Renter will be required to take certain steps in order for any termination by Renter to take effect hereunder. These steps are described in Section 6.2 below, together with the information and instructions that will be required from Renter in connection therewith. Except as Renter and ATMB may otherwise agree in writing, ATMB will terminate its invoicing of Renter for the Services (excluding, for avoidance of doubt, and Services that Renter elects to continue following termination of this Agreement) within thirty (30) days after the date that ATMB receives written notice of termination from Renter that satisfies all applicable requirements of this Agreement. If Renter terminates this Agreement, Renter must immediately cease to use Operator’s address as its mailing address, including (where applicable) on all company documents, in any business registration, and on all marketing materials; Renter must also promptly deregister the Operator’s address anywhere that Renter has identified or otherwise used it in filings with or to identify itself to any government agencies or other official or governmental authority. ATMB reserves the right to continue billing the Renter at listed plan rates plus 50% for each month that the Renter continues to utilize ATMB’s or an Operator’s information on said documents and materials after any termination of this Agreement, and to pursue any and all applicable remedies and relief that ATMB deems appropriate. If Renter does not complete deregistration in accordance with this paragraph, ATMB will be entitled to take any and all available steps in order to deregister Renter’s use of the Mailbox and physical address, with any expenses or resulting costs incurred by ATMB to be borne by the Renter, and to be invoiced by ATMB accordingly.

(b) Termination For Breach or Other Violations. ATMB will be entitled to suspend Renter’s access to and use of the Services, or terminate this Agreement in its entirety, immediately (subject only to the cure period provided under clause (iv) below) upon the occurrence of any of the following:

(i) Renter fails to provide, or ATMB or an Operator is unable to validate, complete and accurate responses to all information required during the account registration process or at any time thereafter while this Agreement remains in effect;

(ii) Renter fails to cooperate or provide requested information in connection with any investigation undertaken by a local, state or federal governmental agency;

iii) Renter has not completed or ATMB or an Operator has not approved Renter’s identity verification within a reasonable time after Renter registers for the Services;

(iv) Renter registers or uses the physical address for its Mailbox in any way that violates Section 2.3(a)(ii) above, or that otherwise causes harm or disruption to Renter’s Operator or to any other customer of Renter’s Operator that was using the Operator’s physical address in a legitimate, lawful and acceptable manner;

(v) Renter behaves in a way that is offensive, abusive, violent, disparaging, threatening or disruptive towards ATMB or Operator or any of their respective employees, representatives or related third parties; or

(vi) Renter fails to make any payment when due hereunder, or commits any other breach of this Agreement, and fails to remedy the breach to ATMB’s satisfaction within five business days after ATMB provides Renter with notice thereof.

6.2 Termination Process.

 

(a) Termination Process. In general, the Mailbox closure and termination process occurs in two steps: (i) upon any initiation of the termination process, whether by Renter, by ATMB or by an Operator, Renter’s account is put into “Inactive” status (such that Renter will no longer have access to the Services, unless expressly permitted under Section 6.2(c), below) as steps are begun to remove the Mailbox and terminate this Agreement; (ii) after the Operator or ATMB has removed an “Inactive” Mailbox (which may also entail removal of Renter’s mailbox from the Operator’s location), ATMB puts that renter into “Closed” status; as described in Section 6.2(c) below. These two steps, and their effects on Renter’s access to and use of the Services, are described in more detail below.

(b) Inactive Accounts. Once Renter’s written request for termination has been received by ATMB or the Operator, or where the termination process is otherwise initiated under Section 6.1 above, the Renter’s account will be put into “Inactive” status, which means that Renter will no longer be able access or use the Services (except to the limited extent required for Renter’s compliance with this Section), and ATMB will begin to cancel all pending Services. Inactive status represents the first step toward a “Closed” account, at which point all of Renter’s data will be automatically and irretrievably deleted. Where Renter has submitted the request for termination, Renter must cease using the Services and must commence deleting copies of any ATMB software or materials that Renter has in its possession, on its computers or other electronic devices, or otherwise under its control.

(c) Closed Accounts. Once Renter’s account is Inactive, unless Renter acts promptly (and with written notice to ATMB and Operator) to reopen the account, the Operator and/or ATMB will be entitled to remove or disable Renter’s Mailbox. If Renter initiated the termination process under Section 6.1(a), then after 30 days Renter’s account will be deemed “Closed”; for a termination process initiated under Section 6.1(b), Renter’s account will be deemed “Closed” 60 days after becoming Inactive if Renter has not acted to cure the breach or other violation under Section 6.1(b). Once Closed, Renter’s Mailbox will no longer be assigned to Renter, and this Agreement will terminate. As a result, Renter will no longer be able access the Services or Renter’s Mailbox, and any and all pending Services will be finally canceled. An Operator may thereafter destroy any of Renter’s physical mail remaining its possession, and can refuse any new mail arriving addressed to Renter.

6.3 Election by Renter; Effects of Termination. By entering into this Agreement, Renter is expressly electing and providing ATMB and its Operators with “Do Not Forward Mail” instructions. Unless and only to the extent that Renter and its Operator expressly agree in writing to the contrary, Renter will be deemed to have elected to maintain these instructions following termination of this Agreement. Renter understands and agrees that any change to its “Do Not Forward Mail” instructions will require a separate writing signed by Renter and its Operator and an advance payment of any postage and other applicable fees, typically to cover a period of at least six months after termination.

 

7. Intellectual Property Rights.

 

7.1 License and Access Rights. Subject to Renter’s compliance with the terms and conditions of this Agreement, ATMB grants Renter the right and license during the Term to access and use the Services, including any ATMB dashboard or other interface provided by ATMB to enable or otherwise facilitate Renter’s access to and use of the Services for purposes of receiving, reviewing, and otherwise directing Action Items with respect to mail addressed to Renter and received at its Operator’s location.

 

7.2 IP Rights. This Agreement does not: (a) provide Renter with any right or license (whether expressly, by implication, by estoppel, or otherwise) under any of ATMB’s intellectual property rights other than to use the Services during the Term solely in the manner and solely to the extent authorized herein; or (b) impair the right of ATMB to develop, make, use, procure, protect, market and/or exploit any products or services. ATMB reserves all rights not expressly granted to Renter.

 

7.3 Backups; Data Recovery Fee. Renter is, and at all times during and after the Term hereof shall be, solely responsible for maintaining current, backup copies of all scans and other materials provided to Renter via the Services. In the event that Renter should require assistance from ATMB in order to restore, access or otherwise recover data or information provided hereunder that have been lost by Renter, ATMB will be entitled to charge (and Renter will be obligated to pay as a condition of receiving such assistance) a data recovery fee that will be based on the time and materials required of ATMB and its personnel in order to provide such assistance.

 

7.4 Feedback. Renter may, but is not obligated to, provide ATMB with feedback, comments, or suggestions regarding the Services (collectively, “Feedback”). Renter understands and agrees that: (a) any Feedback will be provided on a non-confidential basis; (b) ATMB will have no obligation to review, consider, or implement any Feedback that Renter provides; and (c) ATMB and its successors and assigns will have, and Renter hereby irrevocably grants and agrees to grant to ATMB and its successors and assigns, perpetual and unlimited permission to use, reproduce, modify, distribute, display, and perform any Feedback and any derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services which incorporate or embody Feedback, whether in whole or in part, and whether as provided by Renter or as subsequently modified by ATMB or by any third party.

 

7.5 Confidentiality. The parties agree to preserve as confidential the non-public terms of this Agreement, as well as the Services and pricing provided to Renter hereunder, and ATMB will preserve the confidentiality of each form of identity verification submitted by Renter as required by law, as well as all digital mail delivered to Renter or otherwise processed on Renter’s behalf hereunder. ATMB also requires its Operators to comply with all legal requirements relating to the confidentiality and handling of mail; provided, that in the event of any Operator’s violation of those requirements, Renter’s sole recourse will be against the Operator directly, and not against ATMB or any of its members, managers, employees, contractors, representatives or agents. Renter further understands and agrees that ATMB will cooperate with law enforcement and governmental authorities, and may be required or otherwise deem it necessary or advisable to disclose Renter’s confidential information in response to any subpoena, order, demand or other request therefor.

 

8. Representations and Warranties; Disclaimers.

 

8.1 Representations and Warranties. Renter represents, warrants, and covenants to ATMB and to any and all applicable Operators as follows:

 

(a) Renter has the legal right and authority to enter into this Agreement, and Renter’s entry into and performance of this Agreement do not and will not violate any other agreement to which Renter is or becomes a party;

(b) Renter has not falsely identified himself, herself or itself, nor provided any false information to gain access to the Services, and all information that Renter provides to ATMB and to any Operator will be accurate and complete in all material respects, and Renter will ensure that Renter’s contact and billing information is correct at all times during the Term

(c) Renter has completed and submitted any required identity verification documents, or will do so promptly after execution of this Agreement, Renter’s Form 1583, and any other authorization form as may be required by local postal authorities will be accurate and complete in all material respects; and

(d) Renter will not use or attempt to use the Services for any illegal or contractually prohibited purpose, and Renter will fully comply with all applicable laws, statutes, regulations, rules and manuals, including but not limited to all local postal service regulations, in Renter’s use of the Services and performance of this Agreement, and Renter expressly authorizes ATMB and the Operator to take steps necessary or advisable for their own compliance with all applicable laws, statutes, regulations, rules or manuals..

8.2 Guidelines. In addition, Renter’s use of the Services must:

 

(a) comply with any guidelines set forth in the documentation provided to Renter via the Services or included with or referenced in this Agreement, as updated from time to time;

(b) comply with any and all applicable laws, rules, or regulations, and with the guidelines, terms of use or other agreements maintained by any online service, directory or tool on which Renter is listed or to which Renter has submitted its business or its Mailbox information for listing;

(c) not result in any modification or damage to, or deletion or disabling of the Services or any other ATMB software or services; and

(d) not disrupt, interfere with, or access in an unauthorized manner the Services or any ATMB servers.

8.3 Disclaimer of Warranties. ATMB IS PROVIDING RENTER WITH ACCESS TO AND USE OF THE SERVICES ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, AND RENTER’S ACCESS TO AND USE OF THE SERVICES WILL AT ALL TIMES BE AT RENTER’S SOLE RISK. TO THE GREATEST EXTENT PERMITTED BY LAW, ATMB AND ITS AGENTS, AFFILIATES AND BUSINESS PARTNERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE SERVICES OR ANY ASPECT THEREOF.

 

8.4 Certain ATMB Rights and Remedies. If ATMB reasonably suspects that Renter’s contact information or payment method is fraudulent, or that Renter is using or attempting to use the Services for any unlawful, fraudulent, or illegal activities, ATMB may immediately suspend Renter’s account and/or terminate this Agreement and Renter’s access to the Services without refund. ATMB may also turn over information concerning Renter to the U.S. Federal Bureau of Investigation (and/or any appropriate counterpart bureau or agency operating in Renter’s jurisdiction), an applicable State Attorney General or Embassy with jurisdiction, or other local and national law enforcement authorities. Renter agrees to indemnify and hold ATMB harmless from and against any and all liability, claims, damages, losses or cause of action arising from ATMB or any Operator’s inspection of Renter’s mail or from the release of information regarding Renter or Renter’s use of the Services to such authorities, or otherwise as required by law.

 

9. Limitation of Liability. ATMB AND OPERATOR WILL NOT BE LIABLE TO RENTER UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF ATMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL ATMB’S OR AN OPERATOR’S LIABILITY TO RENTER FOR ANY ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF $100.00 OR THE TOTAL FEES ACTUALLY RECEIVED BY ATMB FROM RENTER DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.

 

10. Release of Claims. In consideration for access to and use of the Services and any Mailbox provided hereunder, Renter (to the maximum extent permitted by law) hereby waives, releases and discharges ATMB and Operator, and each of their respective affiliates, subsidiaries, parent corporations, franchisees officers, agents, representatives, contractors and employees (collectively, “Releasees”), from any and all claims or causes of action for losses, expenses, harm, damages or liabilities (collectively, “Claims”) that may be sustained at any time (including after termination of this Agreement) by Renter or anyone affiliated with Renter, as a result of, arising out of or otherwise in connection with this Agreement and/or the Services, the Mailbox, or any information, materials or services provided or made available to Renter hereunder. In making this release, Renter understands and agrees that Renter is voluntarily assuming full responsibility for any and all risk of loss, damage, expense, unauthorized disclosure or other harm that may result from or arise out of this Agreement or the action or inaction of any Releasee, including (without limitation) any such loss, damage, expense, unauthorized disclosure or other harm that may be caused by the negligent act or omission of any one or more Releasees.

 

11. Miscellaneous.

 

11.1 Assignment. This Agreement is personal to Renter, and Renter may not assign or transfer this Agreement (or any of Renter’s rights or obligations under this Agreement) to any third party without the prior written consent of ATMB and Renter’s Operator, to be given or withheld in each of their sole discretion. Any attempted assignment or transfer without ATMB’s and the Operator’s express consent will be void. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and permitted assigns.

 

11.2 Entire Agreement. This Agreement supersedes any and all prior discussions and writings regarding, and constitutes the entire agreement between ATMB and Renter with respect to, Renter’s access to and use of the Services. Renter understands and agrees that no employee, agent, or other representative of ATMB or of any Operator will have any authority to bind ATMB with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement or in a separate writing that has been signed by Renter and by an authorized representative of ATMB.

 

11.3 Amendments. ATMB reserves the right, at its sole and absolute discretion, to revise, modify, add to, supplement, delete or otherwise change any of the terms and conditions of this Agreement (including, for the avoidance of doubt, any terms of the Privacy Policy) at any time, effective with or without prior notice to Renter and without any liability to ATMB. ATMB will endeavor to notify Renter of any such changes, but will not be liable for any failure to do so. If any such changes to this Agreement are unacceptable to Renter or cause Renter to no longer be in compliance with this Agreement, then Renter must immediately stop all use of the Services. Renter’s continued use of the Services following any changes to this Agreement will constitute Renter’s acceptance of and agreement to any and all such changes. This Agreement may not otherwise be modified as between ATMB and Renter, except and only to the limited extent of any written amendment that has been signed by Renter and by an authorized representative of ATMB.

 

11.4 Indemnification. Renter will indemnify, defend, and hold harmless ATMB and Renter’s Operator, and each of their respective affiliates, subsidiaries, parent corporations, franchisees officers, directors, managers, members, employees, contractors and agents (collectively, “Indemnitees”) from and against any and all claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Renter’s use of and access to the Services; (b) Renter’s selection of, registration with, payment to and use of any Operator chosen by Renter to receive Renter’s physical mail and scan that physical mail for identification and delivery to Renter via the Services; or (c) Renter’s breach or threatened breach of this Agreement (including, without limitation, any failure by any of Renter’s employees, contractors, end users affiliates, associates, relatives or other acquaintances to comply with any of the terms and conditions of this Agreement). An Indemnitee will use commercially reasonable efforts to provide Renter with prompt notification of any claim for which it seeks indemnification hereunder, but any failure to provide such notice will not limit Renter’s obligation to indemnify an Indemnitee except to the extent that Renter can demonstrate material harm as a result of such failure to provide prompt notice. Indemnitees will cooperate in Renter’s defense of any claim, at Renter’s sole expense. Renter may not settle any claim against an Indemnitee in a manner that adversely affects such Indemnitee without the prior written consent of such Indemnitee, which consent will not be unreasonably withheld. An Indemnitee may participate in the defense of a claim through counsel of its own choice at its own expense; provided, however, that if Renter is unwilling, or if an Indemnitee reasonably determines that Renter is unable to defend its interests, then such Indemnitee may assume the defense against any claims at Renter’s expense. An Indemnitee will not settle any claim for which Renter has an indemnification obligation hereunder without Renter’s prior written consent, which consent will not be unreasonably withheld or delayed.

 

11.5 Governing Law and Venue. This Agreement is to be governed by and construed in accordance with the laws of the State of Nevada, United States of America, excluding its conflict of law principles, and all claims arising out of or relating to this Agreement or the Services will be governed by U.S. Federal law and by Nevada law, without reference to any conflict of law rules, except to the extent that Nevada law is contrary to or preempted by U.S. Federal law; provided, however, that notwithstanding the foregoing, Renter’s performance of this Agreement will also be subject to and governed by the laws of the jurisdiction in which Renter’s physical mailbox is located, as well as (if different) the laws of the jurisdiction in which Renter resides or is legally deemed to be operating (collectively, Renter’s “Local Jurisdictions”), and if deemed necessary or appropriate by ATMB or an Operator (in each case acting in its sole discretion), ATMB or any Operator will be entitled to enforce this Agreement under the laws of and in the courts or other adjudicatory authorities of any and all Local Jurisdictions. As further provided in Section 11.5 below (and subject to any exceptions set forth therein), all claims by Renter arising out of or relating to this Agreement or the Services that cannot be resolved by good faith negotiations between the parties will be resolved by binding arbitration before a single arbitrator, such arbitration to be held exclusively in Henderson, Nevada, in accordance with the JAMS Streamlined Arbitration Rules & Procedures, and by executing this Agreement and using the Services, Renter is agreeing to the arbitration agreement set forth herein, and is waiving its rights to a trial by jury or to participate in a class or representative action. For the avoidance of doubt, the United Nations Convention for the International Sale of Goods and any other United Nations laws or other international laws that purport to apply or could potentially apply to this Agreement shall not apply, and are expressly superseded and replaced by U.S. Federal law, Nevada law and the laws of Local Jurisdictions, as set forth above.

 

11.6 Dispute Resolution. (See shareholder agreement)

 

(a) Arbitration of Disputes. ATMB and Renter agree to arbitrate all disputes and claims between them or between Renter and an Operator, where the dispute arises out of or relates in any way to the Services or this Agreement. This agreement to arbitrate is intended to be broadly interpreted and to cover any and all disputes arising hereunder to the maximum extent permitted by law; provided, that agreement to arbitrate disputes does not preclude any party from seeking an individualized preliminary injunction or temporary restraining order until a claim is arbitrated, or from bringing an individualized action in any small claims court that has jurisdiction pursuant to Section 11.4 above; provided, that an arbitrator will have exclusive jurisdiction to finally resolve claims not within the jurisdiction of any such small claims court.

(b) Dispute Notice. Where a party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing (a “Dispute Notice”). If the parties are unable or unwilling to resolve the dispute within 30 days after a Dispute Notice is given, the dispute will be resolved by arbitration upon one party sending the other party or parties and JAMS a demand for arbitration. For the avoidance of doubt, no arbitration demand may be submitted until at least 30 days after all parties to the dispute have received or are deemed to have received (in accordance with Section 11.6 below) the Dispute Notice.

(c) Arbitration Procedures. Any dispute that cannot be resolved within 30 days after a Dispute Notice is received will be determined by an arbitration proceeding in Henderson, Nevada before a sole arbitrator and administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). After expiration of the 30-day period required by Section 11.5(b) above, any party to the dispute may submit a written demand for arbitration to the other party or parties to the dispute, and within ten days after the demand for arbitration is given, the parties will select a single neutral arbitrator to preside over the arbitration proceeding. If the parties fail to select an arbitrator within such ten-day period, the arbitrator will be chosen pursuant to the JAMS Rules. In addition to the powers conferred by the JAMS Rules, the arbitrator will have authority to order such other discovery as he or she deems appropriate for a full and fair hearing of the case. The arbitrator’s decision will be final and binding and the award so rendered may be filed in any court having jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

(d) No Class or Representative Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim without affecting other ATMB users or Operators. RENTER AND ATMB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one Renter’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

11.7 Notices. To be valid, all notices permitted or required under this Agreement must in writing and delivered by hand, by email, by overnight courier, or via certified mail; provided, that email notices from Renter will only be valid where ATMB expressly acknowledges and confirms receipt. In addition, and without limiting the foregoing, ATMB will be entitled to give notice to Renter hereunder via placement of the notice in Renter’s Mailbox, and any such notice so given will be deemed delivered upon placement in Renter’s Mailbox; other notices (including, for the avoidance of doubt, any notice of termination based on Renter’s abandonment of its Mailbox, which will be delivered by overnight courier or via certified mail) will be deemed given (a) on the date delivered, if delivered by hand, (b) on the next day, if delivered by overnight courier. ATMB will send notices to Renter’s email or postal address on file with ATMB, and Renter will send notices to ATMB’s then-current addresses identified on the “Contact Us” page of the ATMB website or as accessible via the Services.

 

11.8 Further Assurances. Renter agrees and covenants that at any time and from time to time it will promptly execute and deliver to ATMB such further instruments and documents and take such further action as ATMB may reasonably require (such as, by way of example only, by providing a current identification documents or any acknowledgement form related to service of process) in order to carry out the full intent and purpose of this Agreement and deliver the Services to Renter in a lawful manner hereunder.

 

11.9 Relationship. This Agreement does not confer any third party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between the parties. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other. There are no intended third party beneficiaries of this Agreement.

 

11.10 Severability, Waiver, and Interpretation. If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision is to be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. No waiver of any breach of this Agreement will constitute a waiver of any other breach. In construing or interpreting the terms of this Agreement: (a) the headings in this Agreement are for convenience only, and are not to be considered, and (b) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.

 

BY TAKING ANY REQUIRED ACTION TO INDICATE ACCEPTANCE OF THIS AGREEMENT, RENTER (OR RENTER’S REPRESENTATIVE) IS ACKNOWLEDGING ITS UNDERSTANDING OF THIS AGREEMENT, AND THAT RENTER WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.