Last Updated: December 15, 2016
I. Overview of the Services
Dynasty is a private platform that allows certain qualified investors (together with their agents and representatives, “Investors”) to purchase and sell interests in limited liability companies (together with their agents and representatives, “Issuers”) that own real estate properties (“Properties”) or the right to acquire Properties. Different aspects of and interactions with the services, websites and applications (“Services”) on the Dynasty platform are operated by different legal entities, including Dynasty Marketplace, Inc. and/or Dwolla, Inc. (“Dwolla”).
IMPORTANT: Dynasty includes Services offered and operated by one or more of Dynasty Marketplace, Inc. and/or Dwolla (collectively, the “Service Providers”). By using the Services, including simply viewing content on the website located at Dynasty.com (the “Site”), you are agreeing that you, any person that you represent and any person that gains access to Dynasty through your login credentials (collectively, “you”), will abide by and be bound by the terms of each of the following:
- Dwolla, Inc. Terms of Service (the “Dwolla TOU”)
Each of the Dynasty Marketplace, Inc. TOU and the Dwolla TOU (collectively, the “Agreements”) is a binding agreement between you and one of the Service Providers that governs your access to and use of the Services. Your access to and use of the Services are explicitly conditioned upon your acceptance and compliance with each of the Agreements. If you do not agree to be bound by and comply with all of the provisions of each of the Agreements, do not access or use the Site or the Services. You may not access the Site unless you are at least 18 years old.
The Agreements also require the use of arbitration on an individual basis to resolve disputes, and therefore prevent the use of jury trials or class action lawsuits to resolve disputes. Furthermore, the Agreements limit the remedies available to you in the event of a dispute with one or more of the Service Providers.
The Site and the Services are not directed to any person in any jurisdiction where the publication, availability or access to the Site or the Services is prohibited, by reason of such person’s nationality, residence, status or otherwise). Persons to whom such prohibitions apply must not access the Site or use the Services.
II. Overview of the Service Providers
III. Overview of the Types of Users and Interactions between Users
The Site does not allow users to buy or sell direct ownership of any Property. Instead, Investors buy or sell membership interests of Issuers, which are limited liability companies that own a single Property or the right to acquire a single property. Membership interests are sometimes referred to as “Shares” on the Site and in these Dynasty Marketplace, Inc. TOU.
Owning membership interests in an Issuer is not the same thing as owning a Property (or owning a portion of a Property) directly. When an Investor owns membership interests of an Issuer, it becomes a “Member” of that Issuer. The specific relationship between each Issuer and its Members is governed by that Issuer’s limited liability company operating agreement (an “LLC Agreement”). Each LLC Agreement contains important information that is of material importance to Investors that are deciding whether or not to become a Member in any given Issuer.
If you are considering buying any Shares in an Issuer that represent interests in a Property, you must carefully read that Issuer’s LLC Agreement first. Each Issuer’s actual LLC Agreement must be clearly posted by the Issuer and made available on the Site to all users. Each Issuer, and not the Service Providers, is responsible for posting that Issuer’s LLC Agreement, and for clearly informing all other users of the ways in which that Issuer’s LLC Agreement differs from the LLC Agreement Template, if any. Additionally, you must carefully review an Issuer’s Offering Circular prior to buying any Shares offered by that Issuer. Each Offering Circular contains important explanations and disclosures about the terms and mechanics of the related securities offering that are material to all potential investors. Each Issuer must clearly post an Offering Circular in connection with each securities offering that it conducts using the Services, and must make that Offering Circular available on the Site to all users. Each Issuer, and not the Service Providers, is responsible for posting that Issuer’s Offering Circular and for ensuring that it is accurate and complete in all material respects. None of the Service Providers is responsible for reviewing the accuracy of any Offering Circular, and none of the Service Providers makes any representation or warranty whatsoever regarding the accuracy of any Offering Circular.
Each transaction on the Site involving the purchase and sale of Shares in an Issuer is a securities transaction that must be conducted in compliance with U.S. securities laws and the rules and regulations promulgated thereunder. It is your obligation to understand the nature of the Services and use them appropriately. Issuers are responsible for ensuring that each securities offering that they conduct using the Services is made and conducted in accordance with the terms of Rule 506(b) under Regulation D as promulgated under the Securities Act of 1933, as amended.
In order to purchase or sell Shares using the Site, you will need to electronically sign and execute a binding purchase agreement in connection with each transaction. The purchase agreement contains important disclosures and imposes material obligations on the buyer and seller with respect to each transaction. If you enter into a transaction to buy or sell Shares using the Site, you will be entering into a securities transaction and will be bound by the terms of the purchase agreement that you electronically sign. If you do not comply with the terms of that purchase agreement, you could face significant legal consequences, including penalties under the U.S. securities laws. By using the Site and the Services, you acknowledge that you have received and reviewed the Purchase Agreement Template, that you understand how its terms would apply to you if you were to execute such a purchase agreement as a buyer, and that you understand how its terms would apply to you if you were to execute such a purchase agreement as a seller.
Each time you buy or sell Shares using the Site, you are responsible for explicitly and clearly notifying your counterparty of each way in which the purchase agreement for that transaction differs from the Purchase Agreement Template, if any.
IV. User Obligations
By accessing the Site or using the Services, you represent and warrant each of the following:
- You have the right, authority and capacity to enter into the Agreements, including the Dynasty Marketplace, Inc. TOU, both on your own behalf and on behalf of any entity or other person that you represent.
- You are at least 18 years old.
- All information you submit to any of the Service Providers or that you transmit through the Services or submit to the Site is accurate and truthful in all respects, and you will maintain the accuracy of such information.
- You agree to immediately notify Dynasty Marketplace, Inc. of any unauthorized use, or suspected unauthorized use of your account or login information or any other breach of security. Dynasty Marketplace, Inc. cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.
- You will only provide information to the Service Providers that you have a right to provide and to allow to be displayed in connection with the Services.
- You understand that the information displayed in connection with the Services is the sole responsibility of the person who originated such information.
- You are not relying on Dynasty Marketplace, Inc. as to the accuracy of any particular piece of information, and you understand that Dynasty Marketplace, Inc. does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any information or communications by Issuers and accessible to others in connection with the Services.
- You understand that the Services may include advertisements or other similar items, which may be related to queries made through the Services, or other information, and you have no claim against Dynasty Marketplace, Inc. for the placement of advertising or similar content on the Services or in connection with the display of any information from the Services.
- You will only make an investment offered through the Site, become a Member of any Issuer and/or divest any portion of your membership interests in any Issuer after carefully reviewing and assessing the terms of any such investment or transaction, including reviewing the LLC Agreement of such Issuer, the purchase and/or sale agreement associated with such transaction, the Offering Circular posted by such Issuer with respect to such transaction, all available information about any relevant Issuer, its Members and/or managers, and the Property, the transaction documents associated with such transaction, and all other information provided through the Site.
- You have the capability and sophistication to, and will, independently evaluate the risks relating to any potential transaction or investment offered through the Site, including the General Investment Risks, prior to making any investment or entering into any transaction.
- You will consult with professionals and obtain their professional advice as appropriate to protect your interests and ensure your compliance with all applicable law relating to your use of the Services and any securities transaction or investment, including advice pertaining to the legal, tax and/or accounting implications related to or arising from your use of the Services or the Site.
- You are, and you understand that you are, solely responsible for complying with all applicable law of any jurisdiction, whether federal, state or foreign, including the U.S. securities laws and the rules and regulations promulgated thereunder, in connection with your activities and any transaction or communication that arises from or is related to your use of the Services.
- You understand that Dynasty Marketplace, Inc. does not evaluate, confirm, recommend, guarantee or otherwise stand behind any user’s statement or recommend and any investment.
- You will not copy, share, distribute, reproduce, summarize or otherwise disseminate or communicate any information visible to you on the Site or through the Services or regarding any investment opportunity, except to your legal, tax and/or accounting advisers and solely to the extent necessary to fulfill your legal obligations in connection with your use of the Services.
- You will comply with the terms of the software license set forth in these Dynasty Marketplace, Inc. TOU.
- You understand and agree that your access to the Site and your use of the Services does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). The Service Providers, however, may occasionally provide automatic Updates to the Services in their sole discretion (and without any advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to the Agreements.
- One or more of the Service Providers may make available one or more APIs for interacting with the Services. Your use of any such API in connection with the Site or Services shall be subject to and conditioned upon your agreement to the API Use Agreement.
V. Preservation of Rights; Limited Obligations
- Dynasty Marketplace, Inc. may, but is not required to, monitor or control the information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services (collectively, the “Content”) posted via the Services. Any failure to exercise this right does not give you any right to make a claim against Dynasty Marketplace, Inc. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.
- Dynasty Marketplace, Inc. reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.
- Dynasty Marketplace, Inc. reserves the right to terminate your access to the Services without notice and, if you violate any of the Agreements, to pursue other remedies at law or in equity. Dynasty Marketplace, Inc. may delete your account for any reason or for no reason at all, and if your account is deleted, you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
- Dynasty Marketplace, Inc. has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, Dynasty Marketplace, Inc. reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. Dynasty Marketplace, Inc. also reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Dynasty Marketplace, Inc., the other Service Providers, their respective users and the public.
- Without limiting the generality of the foregoing, you specifically acknowledge that Dynasty Marketplace, Inc. is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
- Dynasty Marketplace, Inc. is not obligated to or responsible for investigating, evaluating or otherwise conducting diligence on Content posted to the Site or otherwise transmitted through the Services, including the validity of any representations, materials or other information provided by or displayed in connection with Issuers, Investors, other Service Providers or other persons with access to the Site and/or use of the Services.
- Dynasty Marketplace, Inc. is not responsible for verifying the status or sophistication of any Investor or other user, or the fitness or suitability of any particular investment or transaction or the use of the Services for such Investor or user.
- Dynasty Marketplace, Inc. does not recommend or endorse any Issuer or Property, or make any claim or statement regarding the merits and/or drawbacks of any characteristics of any Issuer, Investor or Property, or verify or attest to the accuracy or any information regarding Issuers, Investors and/or Properties, or otherwise provided by or to users of the Services. Specifically, Dynasty Marketplace, Inc. does not act as an investment adviser to any Investor or other user and no part of the Site or the Services provided by Dynasty Marketplace, Inc. constitutes any legal, tax, accounting or investment advice.
VI. License and Restrictions
Subject to the terms of this Agreement, Dynasty Marketplace, Inc. grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use. Your license is subject to and conditioned upon the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any Content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
Dynasty Marketplace, Inc. reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Dynasty Marketplace, Inc. will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. You acknowledge and agree that Dynasty Marketplace, Inc. will have no obligation to provide you with any support or maintenance in connection with the Site.
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by one or more of the Service Providers and/or their affiliates. Neither these Dynasty Marketplace, Inc. TOU, nor your access to or use of the Site or the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth herein. The Service Providers reserve all rights not granted in the Agreements. There are no implied licenses granted under the Agreements.
You agree to indemnify and hold Dynasty Marketplace, Inc. (and its directors, owners, officers, employees, agents, successors and assigns) (collectively, “Indemnified Parties”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or the Services, (b) your violation of these Dynasty Marketplace, Inc. TOU or (c) your violation of applicable laws or regulations. The Indemnified Parties reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify them, and you agree to cooperate with their defense of these claims. You agree not to settle any matter without the prior written consent of the appropriate Indemnified Party. The Indemnified Parties will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
VIII. Third-Party Links
The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Dynasty Marketplace, Inc., and Dynasty Marketplace, Inc. is not responsible for any Third-Party Links & Ads. Dynasty Marketplace, Inc. provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
Your interactions with other users of the Site users are solely between you and such users. You agree that Dynasty Marketplace, Inc. will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, Dynasty Marketplace, Inc. is under no obligation to become involved.
You hereby release and forever discharge Dynasty Marketplace, Inc. (and its directors, owners, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or the Services (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DYNASTY MARKETPLACE, INC. (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. DYNASTY MARKETPLACE, INC. (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
X. Limitation on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DYNASTY MARKETPLACE, INC. (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES, EVEN IF DYNASTY MARKETPLACE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF DYNASTY MARKETPLACE, INC. OR ANY OTHER INDEMNIFIED PARTY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT SUPPLIERS TO Dynasty Marketplace, Inc. WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
XI. Term and Termination
This Agreement will remain in full force and effect while you use the Site or the Services. Dynasty Marketplace, Inc. may suspend or terminate your rights to use the Site or the Services (including your account) at any time for any reason at its sole discretion, including for any use of the Site in violation of this Agreement. Upon termination of your rights under this Agreement, your account and right to access and use the Site will terminate immediately. Dynasty Marketplace, Inc. will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account. Even after your rights under this Agreement are terminated, you will continue to be bound by all terms and provisions of these Dynasty Marketplace, Inc. TOU, and all such terms and provisions will remain in effect, except for Sections II and III.
XII. Changes to this Agreement
These Dynasty Marketplace, Inc. TOU are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound effectively immediately by the terms and conditions of such changes.
XIII. Dispute Resolution; Arbitration Agreement
Please read this Arbitration Agreement carefully. It is part of your contract with Dynasty Marketplace, Inc. and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by Dynast Inc. (the “Company”) that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Dynasty Marketplace, Inc. TOU.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 117 Park Place, Venice, California 90291. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted, except that a party may only waive or revoke its consent to Sections 7 and 8 of this Arbitration Agreement with express written consent. A waiver of any right or limitation shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
- Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California, for such purpose.
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from any Service Provider, or any products utilizing such data, in violation of the United States export laws or regulations.
Dynasty Marketplace, Inc. is located at the address provided below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The communications between you and Dynasty Marketplace, Inc. use electronic means, whether you use the Site or send emails, or whether Dynasty Marketplace, Inc. posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Dynasty Marketplace, Inc. and the other Service Providers in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that any Service Provider (including Dynasty Marketplace, Inc.) provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
These Dynasty Marketplace, Inc. TOU constitute the entire agreement between you and Dynasty Marketplace, Inc. regarding the use of the Site and the Services. The failure of Dynasty Marketplace, Inc. or any Service Provider to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Nothing herein shall be construed so as to create, and there is not, any partnership, joint venture, employment, agency or fiduciary relationship between you and Dynasty Marketplace, Inc., and you shall not have the ability to represent or bind Dynasty Marketplace, Inc. in any manner whatsoever.
These Dynasty Marketplace, Inc. TOU, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Dynasty Marketplace, Inc.’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Dynasty Marketplace, Inc. may freely assign these Dynasty Marketplace, Inc. TOU effective upon notice to you. The terms and conditions set forth in these Dynasty Marketplace, Inc. TOU shall be binding upon assignees.
Copyright © 2016 Dynasty Marketplace, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Address: 117 Park Place, Venice, California 90291
Telephone: (424) 214-0295