WEBSITE TERMS OF USE

Last modified: July 1, 2024

Acceptance of the Terms of Use

These terms of use are entered into by and between You and SCORPYourLLC or We. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of www.scorpyourllc.com (Website), including any content, functionality and services offered on or through such website and its URL extensions, whether as a guest or a registered user. Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our privacy policy found at http://www.scorpyourllc.com/privacy/ (the Privacy Policy), which is incorporated herein by reference. If you do not want to agree to or accept these Terms of Use or the Privacy Policy, you must not access or use the Website.

THE WEBSITE IS ONLY OFFERED AND AVAILABLE TO USERS WHO ARE 18 YEARS OF AGE OR OLDER AND FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THESE TERMS OF USE AND THE PRIVACY POLICY, AND TO ABIDE BY AND COMPLY WITH THESE TERMS OF USE AND THE PRIVACY POLICY. IF YOU DO NOT MEET ALL OF THE FOREGOING REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE.

If you are entering into these Terms of Use on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these Terms of Use, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority or if you do not agree with these Terms of Use, you may not agree to these Terms of Use or use SCORPYourLLCs Website. If after your purchase of services on our Website we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Terms of Use and the order you placed, including without limitation, the payment obligations. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document, or communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, we may, but are not obliged to, require additional authentication from you.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction section below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. We encourage and expect you to consult the Terms of Use each time you access a Website so you are aware of any changes, as they are binding on you.

We Are Not Your Attorney Always Seek Professional Legal Advice if Possible

Our Website's goal is to provide a general understanding of the law and to provide helpful, automated online software/methods for individuals who choose to form their own business entities or prepare their own legal documents. While we attempt to provide some basic information about the formation of business entities and other general legal topics, and while we review the information you provide us for typos, consistency, completeness, spelling, and similar clerical matters, we do not and cannot review your answers for legal sufficiency, apply the law to your particular situation, draw legal conclusions, provide legal advice, explanations, options, opinions, or recommendations about legal rights, remedies, business structure and operations, use of business and legal forms, or general business and legal strategies.

SCORPYOURLLC IS NOT A LAW FIRM, NOR IS IT A SUBSTITUTION FOR A LAW FIRM OR AN ATTORNEY. OUR WEBSITE STRIVES TO FACILITATE THE PROCESS BY WHICH INDIVIDUALS SET UP THEIR OWN BUSINESSES AND PREPARE THEIR OWN DOCUMENTS, BUT WE DO NOT AND CANNOT PERFORM THE SERVICES PROVIDED BY LICENSED ATTORNEYS.

SCORPYourLLC endeavors to provide comprehensive forms that can be used successfully by most new businesses. We attempt to keep our documents current and to adapt our documents in the event of any critical changes in applicable law, but the law and standard industry practices can change rapidly, and we make no guarantee that our documents are completely current. Moreover, SCORPYourLLCs form documents make assumptions about Your new business that may not be correct. While we believe that our forms are appropriate for most existing LLC businesses, they may not be ideal for your company's particular situation. The law is a personal matter, and no general information or legal tool like the kind we provide can fit every circumstance for every person or their business. You should always review our forms before signing them and consult with an attorney should you have any questions or concerns.

Your use of the Website does not create an attorney-client relationship with SCORPYourLLC, its members, managers, officers, employees, or other agents (even if such persons are licensed attorneys). The legal information contained on the Website is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice for your specific problem, or if your specific problem is too complex to be addressed by our tools, you should consult a licensed attorney in your area.

Terms Applicable to Specific Services

The following terms govern your use of the SCORPYourLLC services set forth below. The Terms of Use apply to such services, but in the event of any inconsistency between these Terms of Use generally and the specific terms set forth below in this Section entitled Terms Applicable to Specific Services, the terms set forth below shall prevail.

Business Conversion Service

If you are using SCORPYourLLC to transform your LLC into an S corporation, SCORPYourLLC will make the necessary filings to legally establish the existence of your S corporation. By placing an order with SCORPYourLLC, you expressly represent to us that:

  1. All information you have provided is complete and accurate.
  2. You consent to SCORPYourLLC utilizing this information to prepare and file the necessary documents to update your existing entity on your behalf.
  3. You consent to SCORPYourLLC representing to the IRS that the information you have provided is accurate (under penalty of perjury).
  4. The information you have provided about each person listed as a manager, member, officer, director, shareholder, registered agent, or any other role in connection with your business is accurate. You have obtained express consent from each person to provide their information to us and to use it in forming your new business.
  5. You and the persons mentioned in the preceding item (iv) consent to SCORPYourLLC applying your electronic signatures to any documents/forms necessary to complete the business formation process and to represent to the applicable state governmental office that the applicable business formation filings are being made by you.
  6. You have obtained written consent from the person you have designated as your business's registered agent, agreeing to serve in that capacity.

You further understand and agree that the information SCORPYourLLC is required to provide to the IRS to convert your existing LLC into an S corporation is often public information. By utilizing SCORPYourLLC for your business conversion service, you acknowledge that such information is not protected from public disclosure.

Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for (a) making all arrangements necessary for you to have access to the Website and (b) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details and other information that we will need in order to provide our services to you. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by SCORPYourLLC, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Violation of this Section is strictly prohibited without the express, written permission of SCORPYourLLC. For information on requesting such permission, contact us at email@scorpyourllc.com.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not sell, license, rent, copy, reproduce, transmit, distribute, modify, create derivative works from, publicly display, publicly perform, republish, adapt, edit, download, store or transmit any of the material on our Website, with the following exceptions: (1) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (2) you may store files that are automatically cached by your Web browser for display enhancement purposes; (3) you may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution; (4) if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications; and (5) if we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not (1) modify copies of any materials from the Website; (2) use any illustrations, photographs, video or audio sequences or any graphics from the Website separately from the accompanying text; (3) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by SCORPYourLLC. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The SCORPYourLLC name and all related names, logos, product and service names, designs and slogans contained on the Website are trademarks of SCORPYourLLC or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website (a) in any way that violates any applicable federal, state, local or international law or regulation; (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use; (d) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation; (e) to impersonate or attempt to impersonate SCORPYourLLC, a SCORPYourLLC employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or (f) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm SCORPYourLLC or users of the Website or expose them to liability.

Additionally, you agree not to (1) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website; (2) use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (3) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; (4) use any device, software or routine that interferes with the proper working of the Website; (5) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (6) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; (7) attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or (8) otherwise attempt to interfere with the proper working of the Website.

Copyright Infringement

Reporting Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. 512)("DMCA"), the written notice (the "DMCA Notice") must include (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by SCORPYourLLC, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of SCORPYourLLC. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases, Refunds, and Other Terms and Conditions

All purchases through the Website are final and will not be refunded.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

The Website may provide certain social media features that enable you to: (a) link from your own or certain third-party websites to certain content on the Website; (b) send e-mails or other communications with certain content, or links to certain content, on the Website; or (c) cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

Subject to the foregoing, you must not (a) establish a link from any website that is not owned by you; (b) cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (c) link to any part of the Website other than the homepage; (d) otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SCORPYOURLLC NOR ANY PERSON ASSOCIATED WITH SCORPYOURLLC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SCORPYOURLLC NOR ANYONE ASSOCIATED WITH SCORPYOURLLC REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

SCORPYOURLLC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

Limitation on Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD SCORPYOURLLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF SCORPYOURLLC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF SCORPYOURLLC, IT WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR OUR PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THIS PARAGRAPH DOES NOT APPLY TO NORTH CAROLINA CONSUMERS.

Indemnification

You agree to defend, indemnify and hold harmless SCORPYourLLC, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding commenced by you and arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the state or federal district courts located in New York. Notwithstanding the foregoing, we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in New York, NY or in your county of residence (if in the United States) or any permissible venue (if outside the United States). You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

(a) SCORPYourLLC and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:

For the purposes of this Arbitration Agreement, references to "SCORPYourLLC," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, employers, business partners, shareholders, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms of Use or any prior agreements between us. Beneficiaries include, but are not limited to, those named in an estate planning document.

Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Use, you and SCORPYourLLC are each waiving the right to a trial by jury or to participate in a class action. These Terms of Use evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (FAA) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms of Use.

(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to SCORPYourLLC should be addressed to: Notice of Dispute, General Counsel, SCORPYourLLC Solutions LLC, 1003 Rio Grande St, Austin, TX 78701 (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If SCORPYourLLC and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or SCORPYourLLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SCORPYourLLC or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SCORPYourLLC is entitled.

You may download or copy a form to initiate arbitration from the American Arbitration Association ("the AAA") website at https://www.adr.org.

(c) After SCORPYourLLC receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $75,000. (Currently, the filing fee for consumer-initiated arbitrations is $200, but this is subject to change by the arbitration provider. If you are unable to pay this fee, SCORPYourLLC will pay it directly after receiving a written request at the Notice Address.) The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association, as modified by these Terms of Use, for all claims under $75,000, and the applicable rules as determined by the AAA for all claims of or above $75,000, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by these Terms of Use. All issues are for the arbitrator to decide, except that issues relating to the scope, enforceability, and interpretation of the arbitration provision and the scope, enforceability, and interpretation of paragraph (d) are for the court to decide. Unless SCORPYourLLC and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which SCORPYourLLC was a party. Except as otherwise provided for herein, SCORPYourLLC and you will initially pay equal shares of all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. However, the substantially prevailing party in any arbitration between us shall be entitled to receive from the other party its share of such AAA filing, administration, and arbitrator fees, and the substantially prevailing party shall also be entitled to an award of its reasonable attorneys fees incurred in the arbitration.

The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees and expenses at any time during the proceeding and upon request from either party made within 14 days after the arbitrator's ruling on the merits.

(d) The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND SCORPYOURLLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and SCORPYourLLC agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

(e) If the amount in dispute exceeds $75,000 or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.

(f) Notwithstanding any provision in these Terms of Use to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to you, and shall not be effective as to disputes which arose prior to the date of termination.

Waiver and Severability

No waiver by SCORPYourLLC of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of SCORPYourLLC to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Right to Refuse

You acknowledge that SCORPYourLLC reserves the right to refuse service to anyone and to cancel user access at any time.

Acknowledgement

BY USING SCORPYOURLLC'S SERVICES OR ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

Entire Agreement

The Terms of Use and the other documents specifically incorporated herein constitute the sole and entire agreement between you and SCORPYourLLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. Neither you nor SCORPYourLLC are relying on any representation not contained herein (or in the other documents specifically incorporated herein).

Contacting Us

If you need to contact us, please email us at email@scorpyourllc.com.