Cancellation & Rescheduling Policy
We understand that schedules can change on short notice, as do our customers' needs. We try to be as flexible as possible, but this can cause our technicians to lose valuable jobs. We appreciate your understanding for charges associated with cancellations or reschedulings.
If you cancel a confirmed appointment more than 24 hours prior to the appointment you will receive a full refund for the amount charged at time of booking.
A $25 cancellation fee will be applied to cancellations submitted within 24 hours before to the confirmed appointment.
If you fail to cancel at least 3 hours prior to the confirmed appointment time, you will be charged in full for your scheduled service.
You may reschedule a confirmed appointment no less than 3 hours prior to the appointment time at no charge.
A $25 service fee will be applied to appointments rescheduled less than 3 hours prior to the appointment time.
If you need to cancel or reschedule your appointment, please call netStructure at 760-818-6653 to ensure prompt attention.
Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to netStructure. Your access and use of the netStructure website located at (the “Site”) and any features, products, and services provided by netStructure (“netStructure”, “we”, “us” or “our”) through the Site (individually and collectively, the “Service”) are subject to the terms and conditions in these Terms of Service (these “Terms”). These Terms constitute a legal agreement between you and netStructure and are sometimes referred to herein as the “Agreement”.
The Service provides individuals or businesses seeking to obtain technical support services (“Customer”) with a platform where they can engage an individual seeking to provide the selected technical support service (“Tech”). A Customer will use the Service in order to select the desired services and set up a time tor the Tech to perform these on-demand technical support services (a “Booking”). Customers and any other users of the Service are collectively referred to herein as “Users”. The Services and the Site are collectively referred to as the “Platform”.
Please note that the Platform is operated in the United States and is not available to, and should not be accessed and used by, residents of the European Economic Area.
By agreeing to these Terms, including by a click-through or other agreement, or by using any aspect of the Platform, you expressly acknowledge that (a) you have read these Terms and agree to all of their terms and conditions, (b) you are 18 years of age or older, (c) you have the right, authority, and capacity to enter into this Agreement, and (d) if you are entering into this Agreement on behalf of an entity, you have authority to act on behalf of that entity and to bind that entity to this Agreement.
You further agree to receive all communications, agreements, and notices that we provide in connection with the Platform electronically, including by e-mail, SMS text message, or by posting them on the Site or otherwise making them available through the Platform. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You must agree to these Terms in order to use the Platform, and if you do not accept these Terms then you may not use any aspect of the Platform.
These Terms contain important language governing your use of the Platform. They address, among other things, information about how we provide the Platform, how we or you may terminate the Services and/or access to the Platform, and how we handle disputes (which includes a class action waiver and binding arbitration in most cases).
netStructure may update these Terms at any time in its sole discretion, and netStructure will post the updated version of these Terms on the Site. You understand and agree that you will be deemed to have accepted the updated Terms if you use any aspect of the Platform after the updated Terms are posted. If at any point you do not agree to any portion of these Terms, you must immediately stop using the Platform. Disputes arising under these Terms will be resolved in accordance with the version of these Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.
2. Provision of the Platform
You are responsible for any internet connection, data usage, and telecommunications fees and charges that you incur when accessing the Platform. You acknowledge and agree that netStructure may make changes to any aspect of the Platform at any time without notifying you in advance.
3. Termination of the Platform
netStructure reserves the right to deny use of the Platform to any person or entity at netStructure’s sole and absolute discretion. You acknowledge and agree that netStructure may stop providing any aspect of the Platform or restrict your use of the Platform at any time, without notifying you in advance, for any reason or no reason. If netStructure disables your access to the Platform, you may be prevented from accessing the Platform, your Service details, or any materials contained on the Platform.
4. Booking, Pricing, and Payments
4.1. Booking Services on the Platform. You can schedule Service by completing a Book Now form on the Site. You may be required to provide information about yourself as part of the booking process or your continued use of the Platform. You agree that any registration information that you submit to netStructure will be correct, accurate, and up-to-date. You shall not select or use as a username a name (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you with appropriate authorization; or (c) that is otherwise offensive, vulgar, or obscene.
4.2. Cancellation and Rescheduling. Our cancellation and rescheduling policies are posted on netStructure's Policies Page and may be updated from time to time without notice.
4.3. Fees and Payments. All prices, fees, and other amounts for the Platform are set forth on the Site (the “Fees”). All amounts shall be expressed and paid in United States Dollars. All Fees are subject to change at any time without notice; no Fee is confirmed until the checkout process is complete. netStructure may determine, in its sole discretion, that the services requested by the User require additional Fees. Except as otherwise expressly set forth herein or as expressly approved by netStructure in writing in its sole discretion, all payments made are final and non-refundable and a User shall not have the right to cancel its purchase for any reason. If you use PayPal or any other payment or financial mechanism (“Payment Provider”), the applicable Payment Provider agreement governs your use of such Payment Provider, and you should refer to that agreement, and not these Terms, to determine your rights and liabilities with respect thereto. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. All information that you provide to us or our third-party payment processors must be accurate, current, and complete. You will also be responsible for paying any applicable taxes relating to payments that you make. netStructure shall have no liability or responsibility to you or any other third party in connection with the accuracy of the Payment Provider information provided by you or your use of any Payment Provider (including any fees charged by such Payment Provider in connection with such use).
4.4. Payment Processing. When you make a Booking via the Platform, your credit card will be charged if payment was not made via other means on the Platform. Fees for cancellations and rescheduled Bookings, in accordance with the cancellation and rescheduling policies referred to in the Cancellation Policy, will be charged to the credit card provided at the time of Booking.
4.5. Failed Transactions. netStructure is not responsible for any charges imposed by the issuer of your payment instrument as a result of any failed charge by netStructure. To the extent netStructure is unable to successfully charge any payment instrument as payment for authorized transactions for more than thirty (30) days, you understand and agree that netStructure may employ a collection agency or other business in an effort to collect any outstanding debts and fees associated with the Booking, and you will not contest the use of a third party to collect the debt and fees owed to netStructure. You agree that you will be responsible for any legal, court, arbitration, or collection agency fees associated with rectifying your account and all monies owed thereunder. You agree that netStructure, or any agency or business employed by netStructure, has the right to contact you and your heirs via telephone, email or in-person using the information you provided upon registration or during any contact with netStructure, in an effort to collect any monies and fees owed under your account, whether specifically referenced in these Terms or not, and such contact may be made in a manual or automated fashion.
5. Restrictions and Conditions of Use
5.1. Use Restrictions. netStructure permits you to view and use the Platform solely for your own personal or limited commercial use, as applicable, in either case not inconsistent with the intended purpose of the Platform. Furthermore, you agree that you will not:
(a) cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Platform;
(b) sell, assign, rent, lease, act as a service bureau, or grant rights in the Platform, including, without limitation, through sublicense, to any other person or entity without the prior written consent of netStructure;
(c) make any false, misleading or deceptive statement or representation regarding netStructure or the Platform;
(d) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Platform (or any servers, systems or networks connected to the Platform) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Platform or any other person’s or entity’s use of the Platform (or any servers, systems or networks connected to the Platform);
(e) attempt to gain unauthorized access to the Platform, accounts registered to other Users, or any servers, systems or networks connected to the Platform;
(f) use the Platform for any commercial purpose unless consistent with these Terms and the intended use of the Platform;
(g) use the Platform to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful;
(h) use the Platform to upload, post, e-mail or otherwise transmit any material that constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or commercial electronic message;
(i) breach any agreements you enter into with any third parties;
(j) use the Platform for any unlawful, prohibited, abnormal or unusual activity as determined by netStructure in its sole discretion;
(k) use the Platform to engage in any activity that (i) constitutes harassment or a violation of privacy or threatens other people or groups of people; (ii) is harmful to children in any manner; (iii) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (iv) violates any applicable law, ordinance, rule, regulation, treaty or self-regulatory guidelines;
(l) improperly obtain or attempt to improperly obtain any information or data from the Platform including, without limitation, email addresses or mobile phone numbers of other Users;
(m) intercept, examine or otherwise observe any proprietary communications protocol used by the Platform, whether through the use of a network analyzer, packet sniffer or other device; or
(n) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, any aspect of the Platform.
6.1. Links from the Platform. The Platform may contain links to websites operated by independent third parties. netStructure provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of netStructure and netStructure is not responsible for the content available on the other websites or services. Such links do not imply netStructure’s endorsement of information or material on any other website and netStructure disclaims all liability with regard to your access to and use of such linked websites. You understand and acknowledge that your access and use of linked websites and the services provided through these websites is governed by the terms of service and other agreements posted on such websites.
6.2. Links to the Platform. Unless otherwise set forth in a written agreement between you and netStructure, you must adhere to netStructure’s linking policy as follows: (a) the appearance, position and other aspects of any link to the Platform may not be such as to damage or dilute the goodwill associated with netStructure’s or its licensors’ names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with netStructure; and (c) when selected by a User, the link to the Platform must display the Platform on full-screen and not within a “frame” on the linking website. netStructure reserves the right to revoke its consent to the link at any time and in its sole discretion (including any link on any social media networking platform). Furthermore, netStructure reserves the right to revoke or modify any link (including any vanity link) to the Platform or otherwise related to your Account (including any link on any social media networking platform).
7. netStructure Intellectual Property
7.1. Trademarks. The netStructure name and logo are trademarks and service marks of netStructure. Unless permitted in a separate written agreement with netStructure, you do not have the right to use any of netStructure’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
7.2. Ownership. You acknowledge and agree that netStructure, or its licensors, owns all right, title and interest in and to the Platform, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Platform is protected by United States and international copyright laws. Further, you acknowledge that the Platform may contain information that netStructure has designated as confidential and you agree not to disclose such information without netStructure’s prior written consent.
7.3. Feedback. You may choose to, or netStructure may invite you to, submit comments, bug reports, ideas or other feedback about the Platform or any modifications, features or improvements thereto (“Feedback”). You agree that netStructure shall own any and all Feedback and netStructure shall have the right to use, in any manner and for any purpose whatsoever, any and all Feedback. You hereby assign to netStructure all right, title and interest that you may acquire in and to any Feedback.
7.4. Repeat Infringer Policy; Copyright Complaints. In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, netStructure’s relationship with Users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Platform infringes any copyright that you own or control, you may notify netStructure as follows:
Such notice must contain the following information:
your address, telephone number, and email address;
a description of the copyrighted work that you claim has been infringed;
a description of where the alleged infringing material is located;
a statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
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.
9. Location. The Platform is operated by netStructure in the United States. In order for us to provide our Platform, you agree that we may transfer, use and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law. If you choose to access the Platform from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws; provided, however, that the Platform is not available to, and should not be accessed and used by, residents of the European Economic Area.
10. Submitted Content
10.1. netStructure is not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Platform or any materials submitted or made available through the Platform via any function which allows a User to post or share content (which shall include, without, limitation, any photograph, image or other visual likeness of you) (“Submitted Content”). By using the Platform, you agree that your Submitted Content may be viewable by other Users. Submitted Content is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. Submitted Content may be protected by intellectual property rights owned by third parties. You are responsible for the content you choose to communicate and access using the Platform. In particular, you are responsible for ensuring that you do not submit material that (a) is protected by copyright, contains trade secrets or otherwise is subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner; (b) is false or is a misrepresentation; (c) is offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; or (d) impersonates another person. netStructure may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Platform or its Users, or otherwise enforce the terms of these Terms. Further, netStructure may in its sole discretion remove such content and terminate your access to the Platform if you submit any content that is in breach of these Terms. You acknowledge that netStructure has the right to pre- screen your Submitted Content but has no obligation to do so. At netStructure’s sole discretion, any Submitted Content may be included in the Platform in whole or in part in modified form.
10.2. netStructure does not claim ownership of any of your Submitted Content. With respect to all of your Submitted Content, you grant netStructure a perpetual, irrevocable, non-terminable, worldwide, royalty-free, sublicensable, fully paid-up, non-exclusive, and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of the Submitted Content in connection with the Platform and netStructure’s (and its successors’ and affiliates’) business, including, without limitation, for promoting, marketing and redistributing part or all of the Platform (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each User a non-exclusive license to access your Submitted Content through the Platform while the Submitted Content is made available through the Platform. You may take down any of your Submitted Content at any time; however, you acknowledge and agree, that netStructure may still have access to such Submitted Content and that the above license granted by you to netStructure will remain in effect despite your removal of the Submitted Content from the Platform. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section.
10.3. You acknowledge that your Submitted Content is your sole responsibility. You agree that, under no circumstances, will netStructure be liable in any way for any Submitted Content, including, but not limited to, any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Platform.
11. Utilizing Your Computer or Other Device. Some of the benefits of the Platform require the Platform to access information on your computer or other applicable device. You hereby grant permission for the Platform to monitor your computer or other applicable device (including, but not limited to, your device"s memory) and to communicate information, including, without limitation, your User information, to netStructure’s servers for the purposes of analyzing your device"s performance during use of the Platform. Additionally, the Platform will utilize the processor, bandwidth, and hard drive (or other memory or storage hardware) and/or cache of your computer or other applicable device for the limited purpose of facilitating the communication between, and the transmittal of data, content, services, or features to, you and other users, and to facilitate the operation of the network of computers running instances of the Platform.
12. NO ENDORSEMENT; LIMITED WARRANTY; DISCLAIMER OF WARRANTIES
12.1. Although netStructure displays information about Techs and Users and may collect payments of Fees for Techs, such actions do not in any way constitute netStructure’s sponsorship or approval of any Tech. netStructure does not endorse or recommend any Tech, and you agree that netStructure is not responsible for the accuracy or completeness of information displayed through the Platform with respect to the Techs.
12.2. netStructure represents and warrants that the Services (a) will be performed in a good and workmanlike manner, using the degree of skill, care, and judgment consistent with customarily accepted good business practices. This limited warranty is valid for a period of ninety (90) days following the date the Services were performed. To make a claim under this limited warranty for any Services performed, contact us at and we will arrange respond to determine if re-performance of Services is appropriate.. Any re-performance of Services pursuant to this Section shall be the sole remedy for any claims made under this limited warranty.
12.3. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT, EXCEPT AS SET FORTH IN SECTION 14.2, (A) THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NETSTRUCTURE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, (C) NETSTRUCTURE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY MATERIALS, INFORMATION, OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE PLATFORM, AND (D) NETSTRUCTURE DOES NOT REPRESENT OR WARRANT THAT (I) YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORM AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (II) THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) YOUR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (IV) DEFECTS IN THE OPERATION OF THE PLATFORM WILL BE CORRECTED; OR (V) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12.4. USER IS RESPONSIBLE FOR (A) OBTAINING ALL PERMITS, LICENSES AND OTHER PERMISSIONS, IF ANY, THAT MAY BE REQUIRED TO BE OBTAINED FOR THE RESPESECTIVE SERVICES TO BE PERFORMED, AND (B) CONFIRMING THAT ANY TECH PERFORMING SERVICES FOR SUCH CUSTOMER POSSESSES ALL REQUISITE PERMITS AND TRADE LICENSES THAT MAY BE REQUIRED FOR THE PERFORMANCE OF SUCH SERVICES. NETSTRUCTURE ASSUMES NO RESPONSIBILITY FOR A USER’S FAILURE TO OBTAIN OR CONFIRM SUCH PERMITS, LICENSES, OR, PERMISSIONS, OR OTHERWISE COMPLY WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS. WE ENCOURAGE YOU TO CONFIRM ANY SUCH REQUIREMENTS AND TO ASK TO SEE A COPY OF ANY LICENSES IF APPLICABLE.
12.5. NEITHER NETSTRUCTURE NOR ITS PARENTS, AFFILIATES, OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, STOCKHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “NETSTRUCTURE PARTIES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE NETSTRUCTURE PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH NETSTRUCTURE OR THE PLATFORM.
12.6. NETSTRUCTURE ONLY ENABLES CONNECTIONS BETWEEN USERS AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OR COMMUNICATIONS OF USERS, NOR DOES IT HAVE CONTROL OVER THE QUALITY , TIMING, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER OF AGREEMENTS BETWEEN USERS, TECHS, CUSTOMERS, NOR OF THE INTEGRITY, RESPONSIBILITY, COMPETENCE, QUALIFICATIONS, OR ANY OF THE ACTIONS OR OMISSIONS WHATSOEVER OF ANY USERS, OR OF ANY RATINGS PROVIDED BY USERS WITH RESPECT TO EACH OTHER. NETSTRUCTURE DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR INTERACTIONS WITH ANY TECH(S), CUSTOMER(S) OR OTHER USER(S). ANY REPRESENTATIONS MADE TO YOU BY ANY TECH(S) ARE MADE SOLELY AT THE DISCRETION OF THE TECH AND NETSTRUCTURE HAS NO WAY TO MONITOR OR VALIDATE, AND SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR, ANY REPRESENTATIONS OR STATEMENTS MADE TO YOU BY THE TECH(S). YOU UNDERSTAND AND ACKNOWLEDGE THAT NETSTRUCTURE SHALL HAVE NO LIABILITY TO YOU FOR ANY STATEMENTS OR REPRESENTATIONS MADE BY THE TECH TO YOU AS A RESULT OF YOUR USE OF THE PLATFORM.
13. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NETSTRUCTURE AND THE OTHER NETSTRUCTURE PARTIES SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE PLATFORM, OR WITH PERFORMANCE OF SERVICES, EVEN IF NETSTRUCTURE OR THE OTHER NETSTRUCTURE PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CASE SHALL THE LIABILITY OF NETSTRUCTURE OR ANY OF THE OTHER NETSTRUCTURE PARTIES EXCEED, IN THE AGGREGATE, THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE FEES ACTUALLY PAID BY CUSTOMER YOU FOR THE SERVICES.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF CERTAIN WARRANTIES, CONDITIONS, OR REPRESENTATIONS SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.
14. Indemnification. You agree to defend, indemnify and hold netStructure and the other netStructure Parties harmless from and against any and all claims, demands, liabilities damages, and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the Platform; (b) netStructures performance of Service; or (c) your breach of these Terms or any other policies that netStructure may issue for the Platform from time to time. You further agree to cooperate as required by netStructure in the defense of any claim. netStructure reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of netStructure.
15. Governing Law; Jurisdiction. These Terms are governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and netStructure agree that, except as otherwise provided in Section 16 below, the state and federal courts located in San Diego County, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms or your use of the Platform and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, netStructure shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
16. Binding Arbitration.
16.1. Arbitration Procedures. You and netStructure agree that, except as provided in Section 16.4 below, all disputes, controversies and claims related to these Terms or the Platform (each a “Claim”) shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 18 and the JAMS Rules, the terms in this Section 18 will control and prevail.
Except as otherwise set forth in Section 16.4, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and netStructure will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given, and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) you and netStructure may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final and binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
16.2. Location. The arbitration will take place in San Diego County in California, unless the parties agree to video, phone, or internet connection appearances.
16.3. LIMITATIONS. YOU AND NETSTRUCTURE AGREE THAT ANY ARBITRATION SHALL BE LIMITED TO THE CLAIM BETWEEN NETSTRUCTURE AND YOU INDIVIDUALLY. YOU AND NETSTRUCTURE AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
16.4. Exceptions to Arbitration. You and netStructure agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of netStructure’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
16.5. Arbitration Fees. If you initiate arbitration for a Claim, you will pay the JAMS arbitration initiation fee. If netStructure initiates arbitration for a Claim, netStructure will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
16.6. Severability. You and netStructure agree that if any portion of this Section 16 is found illegal or unenforceable (except any portion of Section 16.4), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 16.4 is found to be illegal or unenforceable then neither you nor netStructure will elect to arbitrate any Claim falling within that portion of Section 16.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within San Diego County, California, United States of America, and you and netStructure agree to submit to the personal jurisdiction of that court.
17.1. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and netStructure as a result of these Terms or your use of the Platform.
17.2. Assignment. netStructure may assign its rights under these Terms to any person or entity without your consent. The rights granted to you under these Terms may not be assigned without netStructure’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
17.3. Severability. If any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of these Terms shall be given full force and effect.
17.4. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 16.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees, and other expenses incurred by such prevailing party in the litigation.
17.5. No Waiver. netStructure’s failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect netStructure’s right to enforce the same provision at a later time. An express waiver by netStructure of any provision, condition or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
17.6. Notices All notices given by you or required under these Terms shall be in writing and sent to email@example.com.
17.7. Export Administration. You must comply with all export laws and regulations of the United States or any other country (“Export Controls”) and you shall not export, direct, or transfer any portion of the Platform, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
17.8. Equitable Remedies. You acknowledge and agree that netStructure would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that netStructure shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
17.9. Entire Agreement. These Terms, including the documents referenced in these Terms, constitute the entire agreement between you and netStructure with respect to the Platform and supersede any and all prior agreements between you and netStructure relating to the Platform.