Probity Tax Recovery Terms of Use Agreement

Revised: February 29, 2024

This Terms of Use Agreement (“Agreement”) is a contract between Probity Tax Recovery LLC ("PTR", "we", "us", or "our") and you ("you", "your", or "user"), a visitor or user of PTR's websites, tax credit and incentive services, beneficial owner information reporting services, tax support services, and any of our other services which link to this Agreement (collectively, the "Services").

IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS THE WEBSITE OR ANY SERVICES. BY DOWNLOADING, ACCESSING OR USING THE SERVICES, YOU INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THIS AGREEMENT.

If you are under the age of 13, you may not use our Services.

Your use of our Services is subject to the additional notices that may appear throughout the use of our Services. If you use any of our Services, you are subject to any applicable agreements (“Supplemental Agreements”) and any posted guidelines or rules applicable to such products or services. All such guidelines, or rules, are hereby incorporated by reference into this Agreement. Where a conflict exists between this Agreement and any of the Supplemental Agreements, the provisions of the applicable Supplemental Agreement shall govern.

This Agreement contains a class action waiver provision that requires the parties to resolve all disputes on an individual basis and limits the remedies available to you in the event of certain disputes relating to the operation or use of the services. Further, as outlined in this Agreement, unless you opt out of arbitration within 30 days of the date you agree to this Agreement, you agree that any dispute that cannot be informally resolved between us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

1. Ownership; Limited License; Copyright & Trademark Ownership.

The Services and all related text, graphics, images, photographs, videos, illustrations, computer code, and other information, materials and content contained in the Services or provided by PTR in connection therewith (collectively, "Content") are owned by or licensed to PTR and are protected under both United States and foreign laws. Except as explicitly stated in this Agreement, PTR and its licensors reserve all right in and to the Services and Content.

Subject to your continued compliance with this Agreement and any Supplemental Agreements, including payment of any applicable fees, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Services for your personal purposes. You may only use the PTR tax preparation software (whether online, downloaded, or via mobile application) to prepare one valid and complete tax return per applicable service fee paid and, after proper registration and any applicable payment, to file electronically and/or print such tax return. Unless you have purchased a license to one of PTR’s Professional products, you will not use the Services for commercial purposes, including, but not limited to using the Services to prepare tax returns, schedules or worksheets for others as part of a service offering.

Subject to this Agreement and any Supplemental Agreements, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to electronically copy and print portions of Content to hardcopy for the sole purpose of your personal, non-commercial use in researching and making a decision to purchase Services. Any other use of the Content—including reproductions other than specified, modifications, distribution, or republication—without the prior written permission of PTR is strictly prohibited.

The license granted to you is subject to this Agreement and any Supplemental Agreements and does not include any right to (a) sell, mirror, frame, resell or commercially use our Services or Content; (b) copy, reproduce, distribute, reverse engineer, publicly perform or publicly display any Services or Content; (c) modify, or create derivative works based on, the Services or Content; (d) remove or alter any proprietary rights notices or markings on or in the Services or Content; (e) use any data mining, robots, artificial intelligence, or similar data gathering or extraction methods in relation to the Services or Content; (f) use our Services or Content other than for their intended purposes; (g) transmit any viruses, malware, or other malicious code or software through the Services or otherwise interfere or attempt to interfere with the normal operation of the Services; (h) attempt to gain unauthorized access to PTR's or any third party's systems, networks, or data; (i) use the Services to transmit any fraudulent information, create any false identity, or misrepresent your identity; or (j) otherwise use the Services or Content in violation of any applicable law. Any use of our Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the permissions granted in this Agreement.

PTR and the associated logos and any other PTR service names, logos or slogans that may appear on the Services are trademarks of PTR and our licensors and may not be copied, imitated or used, in whole or in part, without our or the applicable trademark holder's prior written permission. You may not use metatags or other "hidden text" utilizing "PTR" or any other name, trademark or product or service name of PTR. In addition, the look and feel of the Services, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of PTR and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.

If you believe that any material contained on the Services infringes your copyright or other intellectual property rights, you should notify PTR of your copyright infringement claim in accordance with the following procedure. PTR will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws.

Pursuant to the DMCA, all notifications of claimed copyright infringement on the our website should be sent ONLY to our Designated Agent:

Name of Agent Designated to Receive Notification of Claimed Infringement:

Counsel-Copyright
PTR Legal Department
14090 Southwest Fwy Ste 300
Sugar Land, TX 77478

Under the DMCA, the notification of claimed infringement must include the following:

1. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest.

2. Identification of the copyrighted work (or works) that you claim has been infringed.

3. A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.).

4. A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material.

5. Your name, address, telephone number, and email address.

6. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

7. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

NOTE: THE DESIGNATED AGENT IS PROVIDED SOLELY FOR NOTIFYING US THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OF EMAIL ABUSE, etc.) TO THE DESIGNATED AGENT AS YOU WILL NOT RECEIVE A RESPONSE. WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEY’S FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

We will, in appropriate circumstances, terminate repeat infringers. If you believe that an account holder or subscriber is a repeat infringer, please follow the instructions above to contact PTR and provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer.

2. User Responsibility

You agree that you are responsible for submitting accurate and complete information when using our Services. You are also responsible for acquiring and maintaining all equipment, computers, software and communications or Internet services (such as data or long distance phone charges) relating to your access and use of the Services, and for all expenses relating thereto (plus applicable taxes). You must use your valid form of payment to pay all fees and charges related to the Services and, except as otherwise provided herein, all fees and charges are non-refundable. YOU ARE RESPONSIBLE FOR MEETING ANY TAX FILING OR OTHER GOVERNMENT MANDATED DEADLINES. WE CANNOT GUARANTEE HOW LONG IT WILL TAKE TO COMPLETE ANY OF OUR SERVICES, SO YOU ARE RESPONSIBLE FOR PREPARING YOUR TAX RETURN OR ANY OTHER DOCUMENTS EARLY ENOUGH TO ENSURE IT CAN BE FILED BEFORE ANY APPLICABLE DEADLINES.

PTR may offer you the ability to use certain informative tools. YOU ACKNOWLEDGE AND AGREE THAT THESE TOOLS ARE PROVIDED MERELY AS A CONVENIENCE TO OUR USERS, AND THAT YOU RETAIN ULTIMATE RESPONSIBILITY FOR ENSURING THE ACCURACY AND COMPLETENESS OF ANY INFORMATION YOU SUBMIT WHILE USING THE SERVICES.

You are the only person authorized to use your user identification and password for our Services which require user identification and password, and you shall not permit or allow other people to have access to or use the same. You are responsible for maintaining the confidentiality of your user identification and password. You are responsible for any actions taken using your user identification and password. You are responsible for ensuring that all information in your account, including without limitation your contact information, is and remains, at all times, complete and accurate. You agree to immediately notify us of any unauthorized use of your password or account, or any other breach of security of which you are aware, and to ensure that you properly close out of your account at the end of each session. We may, in our sole discretion, terminate your password, account (or any part thereof) or use of our website at any time and for any or no reason. PTR will not be liable to you or any third party for any termination of your access to the Services. If your status as a user of the Services is terminated, you will (i) stop using the Services and any information obtained from the Services, and (ii) destroy all copies of your account information, password and any information obtained from this Services.

You acknowledge and agree that you are solely responsible for all content, data, and information submitted by your user identification into the Services, including, without limitation, content, data, and information relating to third parties.

You hereby indemnify and hold harmless PTR from and against any third party claims, liabilities, costs and expenses, including attorney’s fees, related to such content, data, and information submitted by you. You further acknowledge and agree that you are solely responsible for implementing and responding to any third party requests to modify, update, delete, or otherwise alter any content, data, and information that you have submitted into the Services.

To the fullest extent permitted by applicable law, PTR has no obligation to store or maintain any information you provide to it, and you are responsible for printing or saving a copy of your tax return for your records.

You may not without our prior written permission, use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the web pages, data, or content found on the Services. You may not republish PTR content or other content from the Services on another website or use in-line or other linking to display such content without our permission. You may not introduce viruses, spyware, or other malicious code to the Services. You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access our Services is virus-free.

3. Electronic Communications

By using our Services, you consent to receive electronic communications from PTR (e.g., SMS or text messaging, telephone, via email, or by posting notices on our Services). These communications may include notices about your account (e.g., authentication, payment authorizations, password changes and other transactional information) or legal notices and are part of your relationship with us. When permitted by applicable law, we may also send you promotional communications via email, including newsletters, special offers, surveys, and other information we think may be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided in such emails. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

By providing your phone number to us through the Services or otherwise, you consent to receive calls or text messages from us for operational or informational purposes. We may use our service providers, including an automated telephone dialing system, to send these calls or messages from us to you. You will receive operational or informational messages as described above when you first consent to texts and every time you sign in to verify and authenticate your account, should you choose not to remember the device.

From time to time, we may also ask for your consent to send you marketing calls or text messages. Your consent to receive marketing calls or text messages is not required to purchase goods or services from us.

You can cancel SMS services at any time by texting STOP to the short code. After you send the SMS message STOP to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to receive SMS messages again, you may sign up as you did previously. If you are experiencing issues with the messaging program, you can contact us using the contact info found on our website for assistance.

Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. Please review applicable additional terms carefully when you provide your mobile phone number for marketing purposes. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

4. Data Processors

By using our Services, you agree to the processing, use, transfer, or disclosure of data by the data processors pursuant to this Agreement as well as any and all applicable terms set forth by the applicable data processors.  Our current data processors include Google Drive, Firm360, and FileForms. Google Drive, Firm360, and FileForms terms and privacy policy can be found at the following links: https://support.google.com/drive/answer/10375054?hl=en

https://fileforms.com

https://www.myfirm360.com/security

5. Modifications

PTR has the right at any time and for any reason to modify or discontinue the Services or any aspect or feature of the Services, including but not limited to their Content, functionality or hours of availability, the equipment needed for its access or use, or pricing. PTR may post a notice on the Services or updating the date at the top of this Agreement. Your continued use of the Services after any such changes will confirm your acceptance of the then-current version of this Agreement. If you do not agree with any such changes, you must immediately discontinue your use of the Services.

6. Third Party Offerings

THE SERVICES AND CONTENT MAY CONTAIN LINKS TO, OR INFORMATION REGARDING, THIRD PARTY WEBSITES, PRODUCTS, OR SERVICES (COLLECTIVELY, "THIRD PARTY OFFERINGS"). PTR OFFERS SUCH LINKS AND INFORMATION FOR YOUR CONVENIENCE BUT DOES NOT CONTROL OR ENDORSE ANY THIRD PARTY OFFERINGS. YOU AGREE THAT PTR IS NOT LIABLE FOR THE CONTENT, ACCURACY, FUNCTIONALITY, OR ANY OTHER ASPECT OF ANY THIRD-PARTY OFFERINGS AND THAT PTR IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, POLICIES, OR PROCEDURES OF ANY SUCH THIRD PARTY. ANY TRANSACTIONS THAT YOU CHOOSE TO ENTER INTO WITH ANY THIRD PARTY IS BETWEEN YOU AND THE APPLICABLE THIRD PARTY, AND PTR WILL NOT BE A PARTY TO OR HAVE ANY LIABILITY WITH REGARDS TO SUCH TRANSACTIONS.

7. Disclaimer of Warranties

To the fullest extent permitted by applicable law, you release PTR from responsibility, liability, claims, demands, and/or damages of every kind and nature, in any way arising out of or related to the operation, or your use, of the Services or any Content that in any way arise out of or related to the acts or omissions of third parties ("Third Party Disputes"). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE ARISING OUT OF THESE TERMS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU ALSO WAIVE ANY RIGHTS YOU MAY HAVE WITH RESPECT TO THIRD PARTY DISPUTES UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

8. Limitation of Liability and Damages

EXCEPT AS EXPRESSLY PROVIDED BY PTR TO THE CONTRARY, THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PTR AND ITS PARENT, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS, ASSIGNS, LICENSORS, DISTRIBUTORS, ADVERTISERS, WEB-LINK PROVIDERS, DEALERS OR SUPPLIERS (COLLECTIVELY, THE "PARTICIPATING PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING, WITHOUT LIMITATION, THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, AND THEIR NON-INFRINGEMENT.

PTR DOES NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE OR FREE OF ERRORS, INTERRUPTIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK. YOU FURTHER ACKNOWLEDGE THAT THE OPERATION AND AVAILABILITY OF THE COMMUNICATIONS SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE SERVICES (E.G., THE PUBLIC TELEPHONE, COMPUTER NETWORKS AND THE INTERNET) OR TRANSMITTING INFORMATION TO THE TAXING AND OTHER GOVERNMENTAL AUTHORITIES CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO THE SERVICES OR THEIR OPERATION. PTR IS NOT IN ANY WAY RESPONSIBLE FOR ANY SUCH INTERFERENCE WITH, OR PREVENTION OF, YOUR USE OF OR ACCESS TO SERVICES BEYOND THE REASONABLE CONTROL OF PTR.

ANY INFORMATION CONTAINED ON THE PTR WEBSITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND YOU ARE RESPONSIBLE FOR CONSULTING WITH YOUR OWN PROFESSIONAL TAX ADVISORS CONCERNING YOUR SPECIFIC TAX CIRCUMSTANCES. PTR DISCLAIMS ANY RESPONSIBILITY FOR THE VALIDITY, ACCURACY, OR ADEQUACY OF ANY POSITIONS TAKEN BY USERS IN THEIR TAX RETURNS. ALL WARRANTIES OR GUARANTEES GIVEN OR MADE BY PTR WITH RESPECT TO THE SERVICES (1) ARE FOR THE BENEFIT OF THE USER OF THE SERVICES ONLY AND ARE NOT TRANSFERABLE, AND (2) SHALL BE NULL AND VOID IF YOU BREACH ANY TERMS OR CONDITIONS OF THIS AGREEMENT.

9. Miscellaneous

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF PTR AND THE PARTICIPATING PARTIES (JOINTLY) FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES AND CONTENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PTR NOR THE PARTICIPATING PARTIES WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PTR OR THE PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE PTR OR THE PARTICIPATING PARTIES' LIABILITY FOR PRODUCT LIABILITY CLAIMS THAT ARISE IN CONNECTION WITH THE ACCESS OR USE OF THE SERVICES OR FOR PTR'S OR THE PARTICIPATING PARTIES' GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL, WILLFUL, MALICIOUS, OR RECKLESS MISCONDUCT.

10. Dispute Resolution; Informal Resolution; Class Waiver; Binding Arbitration; Coordinated Disputes & Termination of Rights

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIM, DISPUTE OR ACTION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. Other rights that we or you would have in court, such as an appellate review, also may not be available in the arbitration process described within this section.

In the unlikely event that a disagreement arises between you and PTR regarding any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Services (collectively, "Dispute"), prior to initiating any legal action, you must first contact us directly by using the contact info found on our website. You must describe the nature of the Dispute, the basis for your Dispute and the resolution you are seeking.

You agree that the term "Dispute" in this Agreement will have the broadest meaning possible. This Agreement also covers any Dispute between you and any officer, director, board member, agent, employee, affiliate of PTR, or third party if PTR could be liable, directly or indirectly, for such Dispute.

During the 60 days from the date you first contacted us, you and we agree to engage in good faith efforts to resolve the Dispute and you will not initiate any legal action during this period. You and we agree to toll any statutes of limitations that may apply, along with any filing deadlines during this 60 day time period.

YOU AND PTR AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES IS PERSONAL TO YOU AND PTR AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING, WHETHER WITHIN OR OUTSIDE OF ARBITRATION.

If the Dispute is not resolved within the 60 day informal resolution period (and the parties do not agree to extend the period), you and we agree that the Dispute will be resolved entirely through binding individual arbitration in Houston, Harris County, Texas, or as we and you otherwise agree in writing. If the parties have more than one Dispute between them, you and we agree to assert all such Disputes in a single arbitration so they may be resolved at the same time or they will be deemed waived.

We agree to meet and confer to select a neutral arbitrator. If we are unable to agree on an arbitrator, you or we may petition the state or federal courts sitting in Houston, Harris County, Texas to appoint an arbitrator from the arbitrators that you and we propose. Regardless of the arbitrator or arbitration provider selected, the arbitration shall be administered pursuant to JAMS Streamlined Arbitration Rules and procedures or other comparable rules to which you and we agree.

WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

You and PTR agree that the terms of this Agreement affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and PTR agree that for any arbitration you initiate, you will pay the filing fee and PTR will pay the remaining arbitration provider’s fees and costs. For any arbitration initiated by PTR, PTR will pay all of the arbitration provider’s fees and costs. You and PTR agree that the state or federal courts of the State of Texas and the United States sitting in Houston, Harris County, Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Notwithstanding the forgoing, this Agreement shall not require arbitration of the following Disputes (i) qualifying individual Disputes in small claims court in the county of your or PTR’s billing address. and/or (ii) injunctive or other equitable relief in a court of competent jurisdiction in Texas for the alleged unlawful use of intellectual property.

You and we agree that the following procedures apply for Coordinated Disputes. If twenty-five (25) or more similar Disputes are asserted against PTR at or around the same time by the same or coordinated counsel or are otherwise consistent or coordinated ("Coordinated Disputes"), and your Dispute is one such Dispute, you understand and agree that the resolution of your Dispute might be delayed. Further, you agree that PTR, in its sole discretion, may elect to opt the Disputes out of arbitration and require the Disputes to proceed in a court of competent jurisdiction in Houston, Harris County, Texas consistent with the remainder of this Agreement, including the class and collective action waiver. Notwithstanding this option available to PTR, should the Disputes proceed in arbitration, batching procedures to reduce the costs and gain efficiencies associated with litigating multiple cases shall be implemented. Twenty-six (26) Disputes shall be selected to proceed to individual arbitration proceedings as part of a first batching process, thirteen (13) of which will be selected by the claimants and their coordinated counsel and thirteen (13) of which will be selected by PTR. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration provider fees be assessed in connection with those Disputes until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein.

If the parties are unable to resolve the remaining Disputes after the conclusion of the initial twenty-six proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge. If the parties are unable to resolve the remaining Disputes through mediation at this time, then twenty-six (26) Disputes shall be selected to proceed to individual arbitration proceedings as part of a second batching process, thirteen (13) of which will be selected by the claimants and thirteen (13) of which will be selected by PTR. (If there are fewer than twenty-six (26) Disputes remaining, all shall proceed.) The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration provider’s fees be assessed in connection with those Disputes until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only four proceedings may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining Disputes after the conclusion of the second batch of twenty-six (26) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge. If the parties are unable to resolve the remaining Disputes in mediation at this time, this staged process shall continue with no more than twenty-six (26) Disputes proceeding at any time in a staged order that is selected randomly or by the arbitration provider, until all the Coordinated Disputes, including your Dispute, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining Disputes.

Any applicable statute of limitations on your Disputes and filing fee deadlines shall be tolled for Coordinated Disputes from the time any Coordinated Dispute is selected for the first set of batching proceedings until the time your Dispute is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding Coordinated Disputes and, if necessary, to enjoin the filing or prosecution of arbitration demands against PTR. Should a court of competent jurisdiction decline to enforce these Coordinated Dispute procedures, you and we agree that your and our counsel shall engage in good faith and with the assistance of a process arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the selected arbitration provider to address reductions in arbitration fees. If this Section regarding Coordinated Disputes is deemed unenforceable as to a particular claimant or batch, then it shall be severed as to that claimant or batch, and those parties shall arbitrate in individual proceedings in accordance with this Section.

ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES OR CONTENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND PTR WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

11. Jurisdiction and Venue

The validity and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Texas without reference to choice of law principles and applicable federal law.  Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved on an individual basis exclusively in a state or federal court of competent jurisdiction sitting in Houston, Harris County, Texas.

12. Changes to Terms of Service

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of the revised Agreement means that you accept and agree to the changes. You should review this page from time to time, so you are aware of any changes as they are binding on you.

13. Entire Agreement

This Agreement, along with any Supplemental Agreements, is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by us, which are not included in this Agreement, shall be binding on us.

14. Amendments

You may not modify or amend this Agreement in whole or in part without the prior written consent of one of our authorized representatives. We may replace or amend this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of the revised Agreement means that you accept and agree to the changes. You should review this page from time to time so you are aware of any changes, as they are binding on you.

15. Waiver

No waiver of any provision herein shall be valid unless in writing and signed by both our authorized representative and you. Our failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

16. Severability

If any provision of this Agreement is deemed to be illegal or unenforceable, the remainder of this Agreement shall be unaffected and shall continue to be fully valid, binding, and enforceable.

17. Headings

The headings contained herein are for convenience only and shall have no legal or interpretive effect.

18. Other

We may assign our rights and duties under this Agreement to any party at any time without notice to you.

19. Privacy Notice

Our Privacy Notice can be found on our website.

20. Links to Third Party Sites

The Services may contain hyperlinks to websites operated by parties other than PTR or its affiliates. Such hyperlinks are provided for your reference only. We do not control such websites and are not responsible for their content. If we post hyperlinks to other websites, this does not mean that we endorse the material on such websites or associate ourselves with their operators. Your access to and use of such websites, including information, material, products, and services on such websites, is solely at your own risk. Furthermore, because our privacy policy is applicable only when you use our Services, once linked to another website, you should read that site’s privacy policy before disclosing any personal information. Where we are offering our own content on or through third party sites (whether by linking, framing or otherwise), your use or display of that content shall be subject to this Agreement unless a specific Supplemental Agreement is applicable to the use or display of that content.