2) Description of Services 

2.1. About Our Services 

RS21 offers software development, software customization, data aggregation, and data visualization services. The Services offered by RS21 include, among others: 

• Software development, including, without limitation, aggregation and visualization tools;  

• Software customization of novel technology and RS21 proprietary technology, including, without limitation, implementation of RS21’s proprietary machine learning platform, MOTHR, LOCALIA, and QUARO; 

• Software as a service, including on a subscription or custom enterprise basis (including all of the Services above, the “Software”); 

• Data analysis, aggregation, and visualization of data (“Data”), including personally identifiable and anonymized data from individuals (“Data Subjects”) collected by and licensed from third-parties (“Commercial Data Sources”).  

Our Services continue to grow and change. Please refer to our Site and periodically check for updates to these Terms for further information about the Services we provide. 

2.2. Limitations of our Services 

We offer a variety of Services to help our Users understand and use data. Except as described in our Privacy Policy, RS21 does not engage in data collection for the purpose of aggregation and visualization, including directly from Data Subjects. Except as described in these Terms or the Privacy Policy, Commercial Data Sources are solely responsible for collecting data from Data Subjects. The Commercial Data Sources we engage are not employees of RS21. We do not have control over the quality or accuracy of Data, nor the integrity, responsibility, of Commercial Data Sources. 

RS21 is not responsible for the conduct, whether online or offline, of any User of the Site or Services. Moreover, RS21 does not assume and expressly disclaims any liability that may result from the use of information provided on our Site. All Users, including Data Subjects who access our Sites, hereby expressly agree not to hold RS21 or its officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters and corporate partners, (hereinafter “Affiliates”) liable for the actions or inactions of any User, Commercial Data Source, or other third-party or for any information, instruction, advice, or services that originated through the Site or Services. RS21 and its Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies arising out of the actions of Users in connection with the Services. 

2.3. License 

RS21 grants you a non-exclusive, non-transferable, limited license to access and display the Site as a customer or potential customer of RS21 provided you comply with these Terms, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl the Sites as permitted by each Site’s robots.txt protocol, and RS21 may block any crawlers in its sole discretion. The use authorized under this Agreement is non-commercial in nature unless otherwise agreed under Additional Terms. All other use of the Site is prohibited. 

Except for the limited permission in the preceding paragraph and any Additional Terms, RS21 does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights, including, without limit, to Software. You may not mirror any of the content from this Site on another website or in any other media. Any Software, infographics, visualizations, output, and other materials that are made available for downloading, access, or other use from the Site with its own license terms will be governed by such Additional Terms. Your failure to comply with such Additional Terms or any of these Terms can result in automatic termination of any rights granted to you, without prior notice. 

RS21 provides the Services as well as Software to U.S. Federal and State Government users with  certain restricted rights, subject to Additional Terms, including as set forth in DFARS 252.227-7014. Use, reproduction, or disclosure is subject to the restrictions set forth in such Additional Terms. 

2.4. Eligibility to Use the Site and Services 

By requesting to use, registering to use and/or using the Site, Services, or Software, you, as the User, represent and warrant that you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You also represent and warrant that you meet the following eligibility criteria: 

• Our Services are available only to individuals who are eighteen (18) years of age or older. If you do not meet the above age requirements, do not register to use the Site, Services, or Software. 

• The Site and the Services are currently available only to individuals who are legally in the United States. If you reside outside the United States, you may not currently use RS21, the Site, Services, or Software. 

• You are not a competitor of RS21 or using our Services or Software in any manner that is competitive with RS21. 

• Your use of the Services, including but not limited to any Content as (defined below) you share with RS21, must be in accordance with any and all applicable laws and regulations. 

• We welcome your feedback and questions about the Site, Services, or Software. However, you agree that any comments, ideas, messages, questions, suggestions, or other communications you send to us or share with us through any channel (including, without limitation, the Site, email, surveys, and our social media accounts) shall be and remain the exclusive property of RS21 and we may use all such communications, all without notice to, consent from, or compensation to you. 

RS21 disclaims any liability whatsoever for any misstatements and/or misrepresentations made by any Users regarding the Site, Services, or Software. You hereby represent, understand and agree to hold RS21 harmless for any misstatements and/or misrepresentations made by or on behalf of them on this Site or in any other venue. 

3) Prohibited Uses 

By using the Site, Services, or Software, you agree that you will not under any circumstances: 

• use the Site, Services, Software, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive; 

• use the Site, Services, or Software for any fraudulent or unlawful purpose, for any purpose not expressly intended by RS21 or for the promotion of illegal activities; 

• harass, abuse or harm another person or group, or attempt to do so; 

• provide false or inaccurate information when using the Services or communicating with other Users; 

• interfere or attempt to interfere with the proper functioning of RS21’s Site, Services, or Software; 

• make any automated use of the Site, Services, or Software, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; 

• bypass any robot exclusion headers or other measures we take to restrict access to the Services or use any software, technology, or device to scrape, spider, or crawl the Site, Services, or Software or harvest or manipulate data (whether manually or through automated means); or 

• publish or link to malicious content intended to damage or disrupt RS21’s or another User’s browser or computer. 

Should RS21 find that you violated the terms of this Section or any terms stated herein, RS21 reserves the right, at its sole discretion, to immediately terminate your use of the Site and Services. By using the Site and/or Services, you agree that RS21 may assess, and you will be obligated to pay, $10,000 per each day that you misuse or misappropriate Content, including but not limited to, use on a “mirrored,” competitive, or third-party site. This obligation shall be in addition to any other rights RS21 may have under these Terms, Additional Terms, or applicable law. RS21 may exercise any remedies cumulatively in its sole discretion 

Further, to protect the integrity of the Site and the Services, RS21 reserves the right at any time in its sole discretion to block Users based on IP addresses or MAC addresses from accessing the Site. 

4) Termination 

RS21 reserves the right, in its sole discretion, and you expressly permit RS21, to immediately terminate your access to all or part of the Site, Services, or Software to remove any content, including Data, sourced by or about you from the Site with or without notice for any reason or no reason in its sole discretion, including without limitation if RS21 should determine that you are not eligible to use the Site, Services, or Software, have violated any terms stated herein, are not suitable for participation as a User, have misused or misappropriated content or any materials from the Site, Services, or Software, including but not limited to use on a “mirrored,” competitive, or third-party site. Upon termination, RS21 shall be under no obligation to provide you with a copy of any content posted by or about you on the Site. If we terminate your registration, we have no obligation to notify you of the reason, if any, for your termination. 

Following any termination of any User’s use of the Site, Services, or Software, RS21 reserves the right to send a notice thereof to other Users with whom we believe the terminated User has corresponded. Our decision to terminate an individual’s registration and/or to notify other Users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as information bearing on, the User’s character, general reputation, personal characteristics, or mode of living. 

5) Privacy 

RS21 uses the information you provide on the Site or via the Services or in accordance with our Privacy Policy, which is incorporated herein.  

6) Links to External Sites 

Links from the Site to external sites (including external sites that are framed by RS21) or inclusion of advertisements and other third-party content do not constitute an endorsement of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such third-party content, but are for users’ reference and convenience. 

Users access such external sites at their own risk. It is the responsibility of the User to evaluate the content and usefulness of the information obtained from other sites. RS21 does not control such sites and is not responsible for their content. 

Users further acknowledge that use of any site, software, or content controlled, owned or operated by third-parties, including any payment processor, is governed by the terms and conditions of use for those sites, and not by RS21’s Terms of Use and Privacy Policy. RS21 expressly disclaims any liability derived from the use and/or viewing of links that may appear on this Site. All users hereby agree to hold RS21 harmless from any liability that may result from the use of links that may appear on the Site. 

7) Age Restrictions 

RS21, the Site, Services, or Software are intended for people 18 or over. RS21 will not knowingly collect any information from individuals under 13. Should we determine that you do not meet the age requirements for using our Site, Services, or Software, your access may be terminated immediately. 

8) Disclaimers; Limitations; Waivers; Indemnification 

8.1. No Warranty 

The information and materials contained on the Site, including any Software, Data, data visualizations, text, graphics, information, links, or other items are provided “as is.” Further, opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by RS21 or its Affiliates, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. RS21 DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS; (2) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN RS21; (3) WARRANT THAT YOUR USE OF THE SITE, SERVICES, OR SOFTWARE WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED; OR (4) GIVE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, RS21 EXPRESSLY EXCLUDES ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS. 

8.2. Assumption of Risk 

You assume all risk when using the Site, Services, or Software, including but not limited to all of the risks associated with any online or offline interactions with users of the same. 

8.3. Limitation of Liability 

In no event will RS21 be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Site, Services, or Software, including without limitation damages related to any information received from the same, removal of content from the Site, including profile information, any information distributed to any User or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Site, Services, or Software, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if RS21, its Affiliates, or representatives thereof, are advised of the possibility of such damages, losses or expenses. RS21 is not responsible for any direct, special, incidental, or consequential damages, losses, or expenses arising out of any User’s decision-making or action based on, informed by, or otherwise related to User’s use of the Site, Services, or Software. 

UNDER NO CIRCUMSTANCES WILL RS21’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE AMOUNTS RECEIVED BY RS21IN CONNECTION WITH ANY SERVICES OBTAINED THROUGH THE SITE DURING THE YEAR PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY, OR, IF YOU HAVE NOT PAID RS21 ANY AMOUNTS, THE AMOUNT OF $25.00. 

IN NO EVENT WILL RS21 BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR SOFTWARE, OR ANY AGREEMENT OR RELATIONSHIP FORMED USING THE SITE, SERVICES, OR SOFTWARE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU. 

8.4. Release of Liability for Conduct and Disputes 

By using the Site, Services, or Software, you hereby represent, understand, and expressly agree to hold RS21 harmless for any claim or controversy that may arise out of the actions of or relationship between you and any other Users of the Site. You agree to take reasonable precautions in all interactions with other Users of the Site, Services, or Software. By using the Site, Services, or Software, you agree to report any alleged improprieties of any Users therein to RS21 immediately by notifying RS21 of the same via electronic correspondence. 

8.5. Indemnification 

By agreeing to these Terms, users of the Site, Services, or Software agree to indemnify, defend and hold harmless RS21 and its Affiliates from and against any and all claims, losses, expenses or demands of liability, including reasonable attorneys’ fees and costs incurred by RS21 and its Affiliates in connection with any claim by a third-party (including an intellectual property claim) arising out of (i) materials and Content you submit, post or transmit through the Site, including any Data from Data Subjects or third party claims in connection with Section 9, (ii) use of the Site, Services, or Software by you in violation of these Terms  or in violation of any applicable law, or (iii) any act or omission by a User using the Site or Services, negligent or otherwise. You further agree that you will cooperate as reasonably required in the defense of such claims. RS21 and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of RS21. Users further agree to hold harmless RS21 and its Affiliates from any claim arising from a third-party’s use of information or materials of any kind posted to the Site. 

9) User Content 

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, images, video, messages or other materials uploaded, posted, stored and/or shared online in connection with your use of the Site, Services, or Software, including Data (“Content”). RS21 is not responsible for your Content; you are solely responsible for any Content that may be lost or unrecoverable through your use of the Services. You are encouraged to back up your Content regularly and frequently to external sources under your control. 

You hereby grant RS21 a limited license to use the Content you upload or otherwise make available to the Services for the purpose of enabling your use of the Site, Services, or Software. By uploading, displaying, transmitting, or otherwise distributing Content to the Site, Service, or Software, you are granting RS21 and its Affiliates a worldwide, perpetual, royalty-free, non-exclusive license to host and use the Content in connection with and for the sole purpose of providing you the Services and Software, including without limitation the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, and reformat your Content. You will not be compensated for RS21’s use of your Content. By uploading Content, you represent and warrant that you own the rights to the Content or are otherwise authorized to post, display, perform, transmit, or otherwise distribute your Content. 

You are responsible for your use of the Site, Software, and Services, for any Content you share using the Services or Software, and for any liability deriving from posting and/or sharing Content that violates the confidentiality or privacy interests, or makes unauthorized disclosure of proprietary business information or trade secrets, of any third party. The Content you submit, post, or display may be able to be viewed by other users of the Services and on third-party services and websites where you have shared any output from use of the Site, Services, or Software. You agree to only provide Content that you are comfortable sharing with others under these Terms. Subject to any Additional Terms, RS21 bears no responsibility for maintaining the confidentiality of confidential information provided for any Services or Software by Users, even if the information entered into the charts and infographics is designated as “private”, “unpublished”, or “confidential.” Subject to any Additional Terms, you are strictly and solely responsible for compliance with all relevant trade secret agreements, non-disclosure agreements, proprietary business agreements/procedures and/or design rights, laws concerning the international transfer of personally identifiable information, and laws protecting images and information submitted, posted or displayed by the User, including any notices to be included or attached with such Content.  

You represent and warrant that the Content uploaded or otherwise delivered from you to the Site, Service, or Software does not violate or infringe upon any common law or statutory rights of any third party, including without limitation, contractual rights, copyrights, trade secrets, proprietary business information concerning processes and systems, and rights of privacy. You acknowledge and agree that no other persons, parties or entities has or have any right, title, or interest, including copyright, in or to your Content, or that in the event other persons do have such right, title or interest, that you are duly authorized to distribute their Content in connection with your use of the Site, Services, or Software. 

10) Copyright Notices/Complaints 

It is RS21’s policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act (“DMCA”). If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting our copyright agent (identified below) and providing the following information: 

• Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work. 

• Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or any other pertinent information that will allow us to locate the material. 

• Your name, address, telephone number and (if available) e-mail address. 

• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law. 

• A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf. 

• A signature or the electronic equivalent from the copyright holder or authorized representative. 

RS21 agent for copyright issues relating to this Site is as follows: 

c/o: Copyright Agent 

Resilient Solutions 21, Inc. 

301 Gold. Ave. SW, Ste. 201 

Albuquerque, NM 87102 

info@rs21.io 

In an effort to protect the rights of copyright owners, RS21 maintains a policy for the termination, in appropriate circumstances, of Users of this Site who are repeat infringers in RS21’s sole discretion.

11) Agreement to Arbitrate

11.1. Agreement to Arbitrate 

This Section 11 is referred to in these Terms as the “Arbitration Agreement.” Unless you opt-out in accordance with the opt-out procedures set forth in Section 11.7 below, you agree that all claims relating to or arising out of these Terms or the breach thereof, whether sounding in contract, tort, or otherwise that have arisen or may arise between you and RS21 or its Affiliates, whether relating to these Terms (including any alleged breach thereof), the Services, the Site, or otherwise (“Claims”), shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except you may assert individual claims in small claims court, if your claims qualify. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. 

11.2 Prohibition of Class and Representative Actions and Non-Individualized Relief 

YOU AND RS21 AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION, ACTION OR PROCEEDING. UNLESS BOTH YOU AND RS21 EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AGAINST RS21 AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER RS21 USERS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then this Section 11.2 shall be deemed null and void. 

11.3. Pre-Arbitration Dispute Resolution 

RS21 is always interested in resolving disputes amicably and efficiently. Therefore, before you commence arbitration, we suggest that you contact us to explain your complaint, as we may be able to resolve it without the need for arbitration. You may contact us via email at info@rs21.io. 

11.4. Arbitration Procedures 

If we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration and not in courts of general jurisdiction. Arbitration will be conducted by a neutral arbitrator in accordance with the rules of JAMS that are in effect at the time the arbitration is initiated (collectively referred to as the “JAMS Rules”), as modified by this Arbitration Agreement, and excluding the JAMS Class Action Procedures. For information on JAMS, please visit its website, https://www.jamsadr.com/. Information about JAMS’s Rules and fees for consumer disputes can be found at the JAMS consumer arbitration page, https://www.jamsadr.com/rules-comprehensive-arbitration/. If there is any inconsistency between the JAMS Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 8. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. 

To commence an arbitration against RS21, you must write a demand for arbitration that includes a description of the dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com. You should send three copies of the Demand, plus the appropriate filing fee, to JAMS at 500 North State College Blvd., Suite 600, Orange, CA 92868, and send one copy to RS21 at 301 Gold. Ave. SW, Ste. 201, Albuquerque, NM 87102. For more information, see the JAMS arbitration rules and forms, https://www.jamsadr.com/rules-download/. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive your arbitration claim, we may assert any counterclaims we may have against you. 

The arbitration shall be held in the county in the United States where you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or RS21 may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and RS21 subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or RS21, unless the arbitrator requires otherwise. 

The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise and all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 

The arbitrator will decide the substance of all claims in accordance with the laws of the State of New Mexico, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. 

11.5. Costs of Arbitration 

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement. If you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, RS21 will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, RS21 will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse RS21 for all fees associated with the arbitration paid by RS21 on your behalf that you otherwise would be obligated to pay under the JAMS rules. 

11.6. Confidentiality 

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties. 

11.7. Opt-Out Procedure 

You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with the terms of this Section. For new Users, the Opt-Out Notice must be postmarked no later than 30 Days after the date you use our Site or Services for the first time. You must mail the Opt-Out Notice to: 

Resilient Solutions 21, Inc. 

301 Gold. Ave. SW, Ste. 201 

Albuquerque, NM 87102 

info@rs21.io 

Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) associated with the Site and Services to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, RS21 will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. Users who accepted a previous version of these Terms that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, RS21 will provide the opting out User with a copy of the arbitration agreement from the last version of the Terms that the User accepted, if any exists. 

11.8. Future Changes to this Arbitration Agreement 

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, such change shall not be effective until at least 60 days from the date of posting, and shall not apply to any claim that was filed in a legal proceeding against RS21 prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms, such termination shall not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding against RS21 prior to the effective date of removal.

12) Governing Law and Jurisdiction 

These Terms, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of New Mexico, including New Mexico’s statutes of limitations governing your claim, without giving effect to its principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 11, the Arbitration Agreement. 

Unless you and we agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), either as a result of your decision to opt-out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and RS21 must be resolved exclusively by a state or federal court located in the State of New Mexico. You and RS21 agree to submit to the personal jurisdiction of the courts located within the State of New Mexico for the purpose of litigating all such claims or disputes. 

13) Consent to Electronic Communication 

By using the Site or Services, you agree to allow RS21 and its Affiliates to communicate with you electronically, and you consent to electronic delivery of notices, documents, or products from RS21 via email, telephone call, or text message. You undertake to notify RS21 in the event you change your email address or phone number. 

14) Miscellaneous 

Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third-party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. Each Affiliate is expressly made a third-party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. 

15) Severability 

If a court decides that any term or provision of these Terms other than Section 11.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. The remainder of the Terms will continue to apply. 

16) Contact Information 

If you have any questions or need further information as to the Site or Services provided by RS21, or need to notify RS21 as to any matters relating to the Site or Services, please contact us at: 

Resilient Solutions 21, Inc. 

301 Gold. Ave. SW, Ste. 201 

Albuquerque, NM 87102 

info@rs21.io