WEBSITE TERMS AND CONDITIONS OF USE
BY ACCEPTING THESE TERMS AND CONDITIONS OF USE (“TERMS”), EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY CLICKING THE ACCEPT BUTTON, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU REPRESENT THAT YOU AGREE WITH THESE TERMS. WE RESERVE THE RIGHT TO UPDATE, MODIFY, OR CHANGE THESE TERMS AT ANY TIME. PLEASE REVIEW THESE TERMS REGULARLY TO ENSURE YOU UNDERSTAND THEM.
IF YOU DO NOT AGREE TO ACCEPT THESE TERMS YOU MUST NOT USE THIS WEBSITE.
Effective Date 6 September 2021
1.1 "Grover," "We," "Us" or "Our" means Grover Tech, Inc.
1.2 "Service" means this Site and any and all content, software, data, information and materials contained therein and transactions completed thereon.
1.3 "Third Party Content" means certain third party analysis, content, tools, features, materials, websites, services or advertisements which Grover makes available on or through this Service, or to which Grover links on any Site.
1.4 "Users" means individuals who are authorized to use the Service, and have been supplied user identifications and passwords.
1.5 "You" or "Your" means the individual who is our client and who is accepting these Terms.
2.1 All other terms and conditions on this Site that govern particular features of the Site (the "Additional Terms") are incorporated into the Terms by this reference. The Terms and any Additional Terms (collectively, the "Agreement") sets forth the terms and conditions which govern your access to and use of the Site. The Agreement sets forth the entire, final and exclusive agreement between Grover and you with respect to your use of, and access to, the Service, and supersedes all previous oral and written terms, representations, or understandings concerning your use of, and access to, this Service. This Agreement is effective between you and Grover as of the date of your acceptance of this Agreement.
2.2 Grover shall not provide any services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Grover or its affiliates to any sanction, prohibition or restriction under UN Security Council Resolutions or under other trade or economic sanctions, laws or regulations
2.3 By using the Service, you agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
2.4 By providing your telephone number, you are providing express written consent to receive communications from Grover, (including its affiliates, agents, service providers, and affiliates for the purposes of defined above) for any purpose, including but not limited to marketing various services from both Grover and companies Grover has joint marketing agreements with. Additionally, you agree to receive communications from Grover regarding your any service, and any information you may have obtained via your use of a Website. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means. Note, regardless of whether your phone number is registered on a state or federal Do Not Call list. You agree that Grover is not responsible for any charges to you regarding these communications. Standard voice and data rates may apply. Further, you understand that you do not need to provide this consent to call as a condition to receive any good or service, in which case you will not provide your phone number.
3.1 As between Grover and you, and subject to your right, title and interest in data you submit through this Service or otherwise provide or submit to Grover, Grover owns all right, title and interest in and to the Service, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Grover reserves all rights, title and interest in and to the Service, including all related intellectual property rights subsisting therein. We grant no rights to you hereunder other than as expressly set forth herein. This Service and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Grover and to comply with all reasonable written requests made by Grover or its third party licensors to protect their and others' rights in the Site and materials and content made available on or through the Service.
3.2 “Grover” and our other trademarks and service marks are the property of Grover. Grover's trademarks and trade dress may not be used in any form without the prior written consent of Grover, and any use shall be subject to Grover's then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by Grover that appear on this Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Grover.
Prior to the rental of any goods on our Site, unless you pay through an alternative payment method that we accept on the Site, you must provide a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the credit card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your credit card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. For each rental made on the Site, you agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service you select, if any, for the delivery service you select) for the duration of your rental, as of the time you submitted the order. We or our payment processer will automatically bill your credit card or other form of payment submitted as part of the order process for such price.
4.2 Direct Ordering Process
4.2.1 The customer can only place an order as a registered customer.
4.2.2 You will only submit an effective order by clicking on the button “Confirm Order”. Before you confirm your order, the details of your order are displayed on an overview. At this time you will have the opportunity to revise your order by using the change buttons. With the order of the goods you will receive a non-binding confirmation of the rental inquiry. Upon successful completion of the order, and Grover’s acceptance of the order, you will receive an e-mail accepting the rental of the selected goods (an "order confirmation").
4.2.3 Renewal Process
You may renew your current rentals starting from the beginning of the next full month of the contract period via your customer account. The offer to renew is nonbinding, i.e. it does not constitute a binding offer to extend the rental contract.You only submit a binding offer by clicking on the button "Accept new payment terms". Upon successful completion of the renewal request, You will receive an e-mail from Grover confirming the renewal of the lease. Upon receipt of this order confirmation, the new contract starts with the next due monthly payment. A change to a shorter minimum term is not possible.
4.3 Order Acceptance Policy.
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of an offer from us. Grover reserves the right at any time after receipt of your order to accept or decline your order for any reason. Grover further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Grover upon our delivery of products or services that you have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your rental, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order you have placed with Grover has been effected until you receive a confirmation from Grover via email or the Site. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your credit card account was received.
4.4 Rental Period, Termination
The term of the lease begins upon receipt of the goods by you ("delivery") or, if the term is extended with the next due monthly payment. The term of the contract and the right of termination depend on the choice of the customer when placing the order.
4.4.1 Unless otherwise agreed:
(a) A definite term: The rental is for the term specified at the time of ordering. The parties have the right to terminate the contract with one month's notice to the end of the contract period without giving reasons. If the parties do not make use of this right of termination, the contract is automatically extended for an indefinite period with the right of termination under the conditions described below.
(b) An indefinite term : The rental is for an indefinite period. Both parties have the right to terminate the contract monthly without giving reasons. Grover is entitled to automatic termination where you have defaulted on payment for more than two rental periods (usually a rental period is a month). You will be liable for two successive rental periods where Grover terminates for non-payment;
(c) If there are several rental agreements between you and Grover, and Grover terminates a rental agreement without notice for good cause, he may also terminate the other rental agreements without notice if the maintenance of the other rental agreements is unreasonable for him due to grossly unfaithful conduct on the part of the customer.
This is particularly the case if the customer:
willfully damages a rented object;
culpably conceals damage to the rented object from the provider or tries to
conceal such damage;
willfully causes damage to the provider; or
uses a rented object during or for committing intentional criminal offences.
4.4.2 Any termination must be written. The customer can also cancel the contract online in the customer portal by pressing the "End your rental" button and then returning the goods. The cancellation becomes effective upon receipt of the rental goods by Grover. If Grover terminates a rental agreement, you are obliged to return the rented items including all accessories to the provider without delay. Payments made in advance will not be refunded, regardless of when you return the rental.
4.4.3 Purchase of the Rental
Where offered by Grover, you may have, upon conclusion and at any time during the rental period, the right granted by Grover to purchase the goods through the website at a later date, hereinafter referred to as "Purchase Option". The purchase price results from the presentation of the offer on the website or in the sales portal. The price is understood as gross price including the sales tax valid at the time of the order. The shipping costs, if any, are calculated separately. If you make use of the Purchase Option, the rent paid until the exercise of the Purchase Option leads to a partial deduction of the purchase price, as stated in the offer presentation.
4.4.4 Return Policy and Shipping and Delivery Policy.
If you are not fully satisfied with a rental or a purchase from the Site, you may return it in the item’s original packaging within fourteen(14) days of delivery. Grover will not accept returns of products which have been converted from a rental to a purchase. Additional restrictions may apply. Please see our Return Policy, which is incorporated into these Terms in its entirety by this reference. Except in the instance we offer free shipping as a promotional offering on the Site, for online purchases made on the Site, shipping fees, if any, will be charged in accordance with our shipping and delivery policy.
You have to return the item in the condition in which you received it, in particular password protection, linking the device to a personal account or any other block that excludes or impairs the use of the goods by third parties shall be removed.
If you continue to use the object after expiry of the rental period agreed in this respect, the rental relationship shall be deemed extended for a further month, unless we object.
4.4.5 Methods of Payment, Credit Card Terms and Taxes.
All payments must be made by Visa, MasterCard, Discover, American Express, or Paypal. We currently do not accept cash, personal or business checks or any other payment form, although in the future we may change this through the acceptance of additional forms of payment on our checkout functionality on the Site. You agree that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Grover of any discrepancies within forty-five (45) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If Grover does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Grover or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including sales, use or value-added taxes.
4.5 No Responsibility to Rent Mispriced Products or Services.
We do our best to describe every item offered on the Site as accurately as possible. However, we do not warrant that specifications or pricing on the Site is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, Grover shall have the right to refuse or cancel any orders in its sole discretion.
If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional Terms may apply. If a product you rented or purchased from us is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.
4.6 Modifications to Prices or Billing Terms.
The rental or purchase of products and services on the Site is subject to availability.
PRODUCTS AND SERVICES DISPLAYED ON THE SITE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. Grover IMPORTS RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY EMAIL DELIVERY TO YOU.
4.7 Grover Care
Except as otherwise specified in this section, if you are obligated to pay compensation to Grover for damage to your rental product, you will only be liable for 50% of the damage incurred, unless otherwise agreed.
You will only be liable for 10% of the damage incurred:
technical defects caused by you
heavy wear and tear
If one of the aforementioned cases of damage occurs, you are obliged to inform Grover immediately in writing of all details of the event which led to the damage to the object and to return the goods to Grover on request.
The above reduction of liability is only possible once for you within a contract period of 6 months. The above reduction of the excess does not apply to the rental of drones.
The following claims are not included in the above reduction of your liability:
Cases in which the device is no longer present: robbery, burglary, simple theft, abandonment, forgetting, loss, etc.
Deliberate damage The reduction of liability does not apply in case of loss of the goods. In this case, you shall pay the replacement value of the rental item. This does not include the rental payments already made. The rental for the month in which Grover was notified of the loss shall be paid in full.
5.1 Except as otherwise expressly provided in these Terms or on the Site, you may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, or any portion thereof from or linked to the Service, except with the express written consent of Grover or its third party licensors.
5.2 In addition, you agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or display, transmit or otherwise make available on or through the Service material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy or violative of third party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Service;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Grover without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Grover or any of our third party licensors without the express written consent of Grover;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any Grover server or the networks connected to any Grover server;
(f) Interfere with any third party's use and enjoyment of the Service;
(g) Attempt to gain unauthorized access to the Service, accounts, computer systems, or networks connected to any Grover server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Service (whether or not any of such acts are for commercial gain or advantage); or
(i) Access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
You shall: (i) have sole responsibility for the legal and appropriate use of any products you rent or purchase on the Site; (ii) comply with all applicable laws (including but not limited to export laws) in using the rental products or the Service; and (iii) use the Service solely in accordance with any online user guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this Service. You are responsible for all activity that occurs under your ID(s) and password(s). You agree to monitor strictly your users' use of the Services and enforce the Terms and Additional Terms in your organization. You agree to notify Grover in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party.
Third Party Content is not maintained or controlled by Grover, and as a matter of policy, Grover does not independently verify, prescreen or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. Grover does not make any endorsement, express or implied, of any Third Party Content.
Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that your use of such Third Party Content is subject to all these terms.
Service features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Service. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Services, we may cease providing such Service features.
THE RENTAL PRODUCTS AND SERVICE, AND THE INFORMATION AND DATA ON THE SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
GROVER SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR ANY INFORMATION OR SERVICE ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of this Agreement may not apply to you.
We shall defend you against any claim, demand, suit, or proceeding (" Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to us all reasonable assistance, at Our expense.
You shall defend us against any claim made or brought against us by a third party alleging that your use of the rented product or Services in violation of this Agreement infringes or misappropriates the intellectual property rights of a third party or violates applicable law; and shall indemnify us for any damages finally awarded against, and for reasonable attorney's fees incurred by, us in connection with any such Claim; provided, that we: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at our expense.
This Section 9 (Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
Grover reserves the right to make changes, modifications, amendments, and/or updates to this Service and the Agreement. When these changes are made, we will make a new copy of the Agreement available on this Site. Changes to the Agreement shall be effective when posted. You understand and agree that continued use of the Site after the Agreement has changed will be treated as your acceptance of the updated Agreement.
This Agreement commences on the date you accept it and continues until terminated in accordance with this paragraph. You may terminate your use of the Service without cause at any time upon written notice to us. We may terminate access to and use of the Service (a) at any time with or without cause, upon notice to you or (b) upon termination of your relationship with Grover for any reason. Sections 3 (Proprietary Rights), 7 (Links and Third Party Information), 8 (Disclaimers and Limits of Liability), 9 (Indemnification), 13 (Governing Law) 15 (Arbitration), 16 (Limitation to Time to File Claims), and 17 (Miscellaneous) shall survive any termination or expiration of this Agreement.
This Agreement is expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Services are not available through Grover to any Restricted Entity (as defined below). You represent and warrant that neither you nor your organization is a Restricted Entity nor are you or your organization using the Services on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control.
This Agreement shall be governed by the laws of the State of Delaware, without reference to the principles of conflicts of laws thereof. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to this Agreement.
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Service by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Grover or its licensors that may not be adequately compensable in money damages, and for which Grover will have no adequate remedy at law. You, therefore, consent and agree that Grover may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
15.1 Agreement to Arbitrate
You and Grover mutually agree to forego the delay and expense of using a court of law and choose instead to benefit from the speedy, economical, and impartial dispute resolution procedure of using binding arbitration for any “Covered Claims” (as defined below) that arise between You and Grover, its related and affiliated companies, and/or any current or former employee, officer, or director of Grover or any related or affiliated company. You and Grover agree that this Arbitration and Class Action Waiver is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and will survive even after this Agreement and any Services terminate. Any revision to or termination of the Agreement that modify or terminate this Arbitration and Class Action Waiver shall not apply to a pending arbitration, to any claim that accrued prior to the modification or termination, or to any claim that the asserting party knew about prior to the modification or termination, except as may be required by applicable law.
15.2 Claims Subject to Arbitration
Other than the exceptions in the “Excluded Claims” Section below, the “Covered Claims” include any and all controversies, disputes, disagreements, and claims arising out of, or relating to, these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or Your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Site to the fullest extent allowed by law.
15.3 Excluded Claims, Jurisdiction, and Venue
15.3.1 The Covered Claims do not include (and thus shall not require arbitration of) the following types of claims that will hereafter be referred to as “Excluded Claims”: (a) any claims that cannot be required to be arbitrated as a matter of law (including but not limited to claims by California residents under the California Private Attorney General Act of 2004 (“PAGA”), to the extent exclusion from arbitration is required by California law, and claims or charges that must be filed with a governmental administrative agency); (b) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including but not limited to those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (c) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction.
15.3.2 Any Excluded Claims arising out of, or related to, these Terms shall be instituted exclusively in the state and federal courts located in the City of Delaware, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
15.3.3 In the event You or Grover choose to pursue arbitration of both Covered Claims and Excluded Claims and the other party objects, the Covered Claims must be arbitrated. In no event will Covered Claims be joined with Excluded Claims and litigated in court unless both parties agree to waive arbitration.
15.4 Class Action Waiver
Except as otherwise required under applicable law, You and Grover agree to arbitrate any Covered Claims only on an individual basis and hereby waive any right to bring, participate in, or receive money or any other relief from any representative, class, or collective proceeding (“Class Action Waiver”). No party may bring a claim on behalf of other individuals, and no arbitrator hearing any claim under these Terms may: (a) without the consent of all parties, combine more than one individual’s claim or claims into a single case; (b) order, require, participate in, or facilitate production of class-wide contact information or notification of others of potential claims; or (c) arbitrate any form of a class, collective, or representative proceeding.
15.5 Arbitrability Determinations
If a party violates the agreement to arbitrate by commencing an action asserting a Covered Claim in a court of law, then the court (and not an arbitrator) shall have the authority to resolve any disputes about the interpretation, formation, existence, enforceability, validity, and scope of the this Arbitration and Class Action Waiver. If a party complies with the agreement to arbitrate and files for arbitration without filing a complaint in a court of law, then the arbitrator shall have the authority to resolve any disputes about the interpretation of this Arbitration and Class Action Waiver for purposes of discovery or the merits of the underlying claim, but shall have no authority to resolve any disputes about the formation, existence, enforceability, or validity of this Arbitration and Class Action Waiver, including the Class Action Waiver.
15.6 Arbitration Rules, Procedures, and Costs
15.6.1 To initiate arbitration, the party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s) and deliver the written demand within the applicable statute of limitations period by hand or first class mail to Grover representatives at the address provided in our imprint. You and Grover agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by AAA. Except to the extent that they are modified by the rules below, if You are an individual person, the AAA Consumer Arbitration Rules that are in effect at the time of the filing of the demand (and that are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_0.pdf) will apply. Except to the extent that they are modified by the rules below, if You are not an individual person, but are an entity or company, the AAA Commercial Arbitration Rules that are in effect at the time of the filing of the demand (and that are available at https://www.adr.org/sites/default/files/CommercialRules_Web_FINAL_1.pdf) will apply.
15.6.2 The parties agree that the applicable AAA rules are modified as follows:
(a) Any arbitrator must be neutral as to all parties. Standards for the recusal of an arbitrator shall be the same standards under which trial judges are recused under Delaware law.
(b) No party is entitled to its attorneys’ fees, except as may be awarded in a matter authorized by and consistent with applicable law.
(c) All discovery shall be subject to any and all objections available under FRCP 26(b). Each party shall avoid broad or widespread collection, search, and production of documents, including electronically stored information (“ESI”). If a compelling need is demonstrated by the requesting party, the production shall: (i) be narrowly tailored in scope; (ii) only come from sources that are reasonably accessible without undue burden or cost; and (iii) produced in a searchable format, if possible without undue burden or cost, and which is usable by the receiving party and convenient and economical for the producing party. Where the costs and burdens of the requested discovery outweigh its likely benefit, considering the needs of the case, the amount in controversy, and the importance of the discovery in resolving the issues, the arbitrator shall deny such requests or order production on condition that the requesting party advance to the producing party the reasonable costs involved in making the production, subject to the allocation of costs in the final award.
(d) The arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing the Covered Claim(s).
(e) Either party shall have the right to file motions to dismiss and motions for summary judgment/adjudication.
(f) The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim on which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing.
(g) The Federal Rules of Evidence shall apply to all arbitration proceedings.
(h) For discovery purposes only, an arbitrator may consolidate claims filed by multiple individuals, each on their own behalf, in a single arbitration proceeding, or may conduct a joint hearing for efficiency purposes, so long as the arbitrator does not (a) certify (conditionally or otherwise) a collective, class, or representative action that includes individuals who have not themselves already submitted their own individual claims, or (b) authorize the issuance of notice of the arbitration to individuals on the grounds that the arbitrator or any party believes there are other individuals who are similarly situated to or share commonality with a party to the arbitration.
(i) The arbitrator must issue a decision in writing, setting forth in summary form the reasons for the arbitrator’s determination and the legal basis therefore.
(j) The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being rearbitrated between the same parties.
(k) The parties may settle any dispute on a mutual basis without involvement of the arbitrator.
(l) If You initiate arbitration, You will pay the first $250, and Grover will pay all other filing, administrative, or hearing fees. If the Grover initiates arbitration, Grover will pay all filing, administrative, and hearing fees. Regardless of which party initiates arbitration, You will remain responsible for Your attorneys’ fees and costs unless the law governing the Covered Claim provides for an award of attorneys’ fees and costs and the arbitrator determines as part of the arbitration award that You may recover a certain amount of attorneys’ fees and costs.
15.7 If any term or condition in this Arbitration and Class Action Waiver is determined to be unenforceable or in conflict with a mandatory provision of applicable law, it shall be construed to incorporate any mandatory provision, or the unenforceable or conflicting term or condition shall be automatically severed and the remainder of this Arbitration and Class Action Waiver shall not be affected. Provided, however, that if the Class Action Waiver is found to be unenforceable, then any claim brought on a class, collective, or representative action basis shall be adjudicated exclusively in the state and federal courts located in the City of Delaware, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
We may assign our rights and obligations under this Agreement, without notice, to: (a) any affiliate of Grover; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Grover or any affiliate of Grover. This Agreement may not be assigned by you without our prior written consent. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
Questions or comments regarding the Service or the Agreement should be directed to Grover at: [email protected]
200 Bellevue Parkway, Suite 210, Wilmington, County of New Castle, Delaware 19809