Membership Terms & Conditions
The below Terms and Conditions of your NeueHouse Membership Agreement are acknowledged by you as being read and agreed to by way of your execution of the first page of this Membership Agreement:
I. HOUSE VOCAB:
1. “Agreement” means this Membership Agreement together with all Terms and Conditions and House Rules.
2. “Affiliate” means with reference to NeueHouse a subsidiary, partner or Person controlling, controlled by, or under the common control of NeueHouse LLC, or a Delaware limited liability company, which owns, operates or otherwise manages a House operating under the NeueHouse moniker.
3. “Authorized Signatory” means an individual authorized to legally bind your company.
4. “Effective Date” means the date of the signature on this Membership Agreement.
5. “House” means a NeueHouse facility.
6. “House Rules” means those specific rules and regulations that are published and pertinent to each House, which in addition to the Terms and Conditions of this Agreement describe the rights, restrictions and other terms applicable to your Membership and your use of a House.
7. “Member” means each person you authorize on Schedule of Members and pay fees for House access.
8. “Member Company” or “you” means the company, entity, or individual that enters into a Membership Agreement with NeueHouse and is listed in the Schedule of Members; a Member, Member Company or you may be referred to from time to time herein as a “Party” or “party” and collectively with NeueHouse as “Parties” or “parties”;
9. “Membership Tier” means the level of membership services and benefits elected by the Member (e.g. gallery, studio), which shall include those benefits, services, rights and fees commensurate with the tier.
10. “Member Portal” means the NeueHouse website and data portal accessed via a username and password issued to Member’s only to access either the website or app.
11. “Member Space” means the workstations, workspace location(s) or studio included in the Membership level contracted for by the Member under this Agreement.
12. “NeueHouse”, “we” or “us” means the NeueHouse Affiliate you are contracting with under this Agreement
13. “Person” means an individual, partnership, corporation, limited liability company, association, a joint stock company, a trust, a joint venture, an unincorporated organization, or any other form of legal entity.
14. “Premises” means a building, House or portion of a House in which NeueHouse offers or plans to offer offices, workstations, other workspaces, and/or other services to Members.
15. “Primary Member” means the primary Member contact for NeueHouse if Member is more than one Person.
16. “Resident House” means the Premises in which your primary Member Space is located, as set forth in the Membership Details Form.
17. “Resident Team” means the Persons identified on the Schedule of Members other than the Primary Member with each Person identified being a Resident Team Member and intended to be a Member of NeueHouse and subject to compliance with the terms of this Agreement.
18. “Reservation Deposit” means a deposit provided by the Member prior to the Welcome Date.
19. “Schedule of Members” means the schedule of Persons at the end of this Agreement that provided pertinent identification, billing and contact information for the Primary Member along with each Member of the Resident Team; which schedule shall be amended and updated from time to time by the Member to account for additions or removals to the Member’s Resident Team.
20. “Start Date” means the date your NeueHouse Membership commences.
21. “Term” means the period from the Effective Date of this Agreement until the date of Termination.
22. “Welcome Date” shall mean the date specified by the Primary Member when the Member would like access to the House and the benefits of Membership to commence.
1. Schedule of Member. Only those Persons identified on the Schedule of Members will be deemed to be “Members” and entitled to the privileges of the House and Membership. You are responsible for updating and maintaining the accuracy of the Schedule of Members and all information provided thereon. Your Primary Member may make changes to your Schedule of Members by contacting Membership Services or through the Member Portal. To add new Members to your Schedule of Members in excess of the number allocated under your Membership Level, you must contact the designated Membership services office at your House.
Upon the addition of a Member to the Schedule of Members, NeueHouse will create a profile for such Member and such Member of the Resident Team shall be entitled to receive a Membership Card and access to the House and Membership privileges. Lost or stolen Membership Cards may be replaced at the cost of the Member. The created profile will include only the Member’s name and the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members. Such profile will be viewable by us, our employees and agents, and other members.
2. Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as NeueHouse’s primary contact regarding matters that involve your Members, the physical Member Space, the House or the Premises. We will be entitled to rely on communications to or from the Authorized Signatory or Primary Member as notice to or from the applicable Member Company. However, an Executive Officer of the applicable Member Company (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Member’s request. We will be entitled to request reasonable information to conﬁrm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.
III. MEMBERSHIP FEES AND RESERVATION DEPOSIT:
1. Upon the Effective Date, you shall be obligated to deliver the following payments to NeueHouse (i) the Reservation Deposit and (ii) the Membership fee for the first month of the term of your Membership commencing with the Welcome Date (if Welcome Date is not the Effective Date). A Member may cancel its Membership without penalty upon thirty (30) days written notice prior to the Welcome Date and, upon receipt of the notice of cancellation, we will promptly return the Reservation Deposit and first month’s fees will be full refunded to the Member. If notice in compliance with the preceding sentence is not provided then NeueHouse shall be entitled to keep and you hereby agree to forfeit and release without future claim the Reservation Deposit and any Membership fees paid in advance. You hereby agree that the foregoing is a reasonable compromise in light of the losses NeueHouse will suffer without sufficient advance notice of a cancellation of Membership.
2. During the Term of your Membership, NeueHouse will invoice you for Membership fees and other charges due to NeueHouse on the first (1st) of each month. You may pay Membership fees and other charges due by credit card, debit card or ACH, which are charged on an automated recurring basis on the first of each month, which shall for Membership fees account for the upcoming month of your Membership. Membership fees are subject to change at the sole discretion of NeueHouse upon thirty (30) days written notice. Prior to commencement of the Term your Membership you will be required to pay a Reservation Deposit, which shall be refundable subject to compliance with all terms of this Agreement.
3. A ten percent (10%) late fee will apply if Membership fees are not received by the 10th day of each month. If you fail to pay any Membership Fees, your Membership and all privileges appurtenant to it may in the sole discretion of NeueHouse be suspended (“Suspension”) until your account is brought current. If you fail to pay any Membership Fees or other charges on time on more than one (1) occasion during any twelve (12) month period during the Term of your Membership, NeueHouse may terminate your Membership immediately upon notice to you in accordance with Section IV below. Upon termination of this Agreement, all Members on your account will also have their Membership terminated, notwithstanding any other provision herein. NeueHouse will have no obligation to refund any Membership Fees or other amounts, even if you don’t use your Membership or terminate it before the end of the then-current term. You agree to pay any sales, use, value-added and other taxes or governmental charges related to the Membership Fees or any other products or services provided by NeueHouse, other than any income taxes of NeueHouse.
When we receive funds from you, we will ﬁrst apply funds to any balances which are in arrears and to the earliest month due ﬁrst. Once past balances are satisﬁed, any remaining portion of the funds will be applied to current fees due.
4. When you return your NeueHouse Member card, NeueHouse will refund the Reservation Deposit to you within forty-five (45) days of the Termination date, subject to your complete satisfaction of your obligations set forth in the Agreement, including those effective upon pertaining to Termination of your Membership. NeueHouse has no duty to maintain the Reservation Deposit in an escrow or interest-bearing account and such funds will be available for use by NeueHouse for the duration of your Membership. You acknowledge that you are not entitled to any interest on the Reservation Deposit. If you wish to change your Membership Level to one(s) carrying higher monthly Membership fees, you agree to deposit with NeueHouse such additional funds (to be a part of the Reservation Deposit) necessary to ensure that the Reservation Deposit shall at all times be equal to one month’s Membership fee. You acknowledge that the purpose of the Reservation deposit is to serve as an incentive to you to vacate the House when required hereunder and leave it in an acceptable condition (as required hereunder). To ensure that the full Reservation Deposit amount is on hand at all times during the Membership term, you agree to deliver to NeueHouse upon its request any amount necessary to restore the full amount of your reservation deposit following any draw that NeueHouse has previously made on your Reservation Deposit. In the event that you have previously paid a reservation fee requested by NeueHouse, that fee will be applied to your Reservation Deposit.
IV. TERMINATION OF MEMBERSHIP BY NEUEHOUSE:
NeueHouse may terminate your Membership or that of any Member of the Resident Team if you or they violate any provision of the Agreement. Upon violation of any provision of this Agreement, NeueHouse will provide you, and in the case of a Member of the Resident Team, both you and such Member, written notice to the email address(es) we have on file, which you agree to keep current for each Member of the Resident Team. The notice shall specify either (i) the nature of the violation and the time frame in which to cure said violation, which time to cure need not be provided, or (ii) the date upon which your Membership and this Agreement shall terminate.
Following date of termination of your Membership, neither you , nor any Resident Team Member while employed or affiliated with you, will any longer be permitted to access any House or any NeueHouse affiliated events. Prior to the last day of Membership, you agree to return all Membership Cards and Member Space keys to NeueHouse and pay any outstanding charges or fees due on your Member account. In the event any charges remain unpaid, including any for any damage to the House or related property (other than normal wear and tear), you agree that NeueHouse may deduct such amounts from and apply the Reservation Deposit, and thereafter charge and remaining amount to the payment method you have on file, which will remain active and available, and authorized to process such charges, for thirty (30) days after the date of Termination of your Membership. Provided that all these conditions are met, and NeueHouse will refund your any remaining Reservation Deposit funds within forty-five (45) days of the final day of your Membership.
Prior to the termination or expiration of this Agreement, you will remove all of your, your Resident Team members’, and your or their guests’ property from the Member Space and the Premises. NeueHouse is not responsible for any personal or business property left at NeueHouse after the end of a Membership Term and NeueHouse shall be entitled to, without liability, dispose of any property remaining in or on the Member Space or Premises after the termination or expiration of this Agreement. NeueHouse will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.
V. HOUSE MAINTENANCE AND USE:
1. House Maintenance
A. NeueHouse will use its commercially reasonable good faith efforts to provide you with the Member Space associated with your Membership Tier together with any included furnishings, desks and basic electrical outlets and lighting. Upon not less than fifteen (15) days advance written notice to you, NeueHouse reserves the right and may move the location of or reduce or increase the size or configuration of your Member Space;
B. You acknowledge and agree that in order to receive certain services (including, but not limited to, access to the network, shared printing, etc.), you must install certain drivers and software to be provided by NeueHouse and/or its designee. NeueHouse hereby grants to you a revocable non-exclusive license to use these certain drivers and software during the Term of your Membership. You may not resell, lease, license or distribute any of the services, drivers or software provided to you to any third party without the prior written consent of NeueHouse. NeueHouse reserves the right to monitor your usage of the resources provided by NeueHouse, such as electricity, bandwidth and other utilities and office amenities. If NeueHouse determines, in its sole discretion, that you are using more than a reasonable quantity of any resource, then NeueHouse will notify you of such use. If you do not adequately reduce or remediate your excess usage of a particular resource, the cost of this excess usage will be billed to your account, in addition to any other remedies NeueHouse may have. NeueHouse is not responsible for and will not monitor any content that you download or upload via the House network and your use of such content shall be at your own risk. As a condition of use of such services, you, on behalf of yourself and on behalf of your employees, agents, and invitees, hereby waive any claim or action against NeueHouse, its employees, members, affiliates, and any person acting on behalf of NeueHouse or its affiliates arising from or in conjunction with the installation and/or use of any software and/or drivers installed or made available to you by NeueHouse. You further agree to indemnify and hold NeueHouse harmless from and against any and all damages, penalties, or other losses resulting from any software or other items that you download or upload through the NeueHosue network.
C. NeueHouse provides onsite Wi-Fi, internet and printing support. Additional technology support may be available for an additional cost. All use of NeueHouse technical support is done at your own risk.
2. Use of the Premises
A. You agree not to bring additional furniture, appliances, furnishings or decorations into the House or install satellite or microwave antennas, dishes, cabling, technology or telecommunications lines in the House without the prior written consent of NeueHouse. Such consent may be withheld at NeueHouse’s sole and absolute discretion.
B. You acknowledge that carts, dollies, and other freight items may not be used in the passenger elevator or stairwells except by appointment made with the General Manager of your NeueHouse, at their discretion.
C. You agree not to store any of your property or materials in common areas or hallways, other than in the assigned or rented storage cabinets that may be assigned to you.
You agree to indemnify, defend and hold NeueHouse and its affiliates and its and their respective officers, directors, employees, consultants, contractors and agents (collectively, the “Indemnitees”) harmless from any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, for the avoidance of doubt, any of: your respective officers, directors, employees, contractors, visitors, invitees and/or agents; any employees, contractors or agents of NeueHouse; and any of NeueHouse’s other members and their respective personnel) (“Third Party Claims”) and to pay any settlements, awards, costs and expenses (including reasonable attorneys’ fees and disbursements) in connection with such Third Party Claims (collectively, “Losses”), to the extent such Third Party Claim arises out of or relates to: (i) any breach of the Agreement (including the Member Agreement, the House Rules and these Membership Terms and Conditions) by Member, (ii) any violation of the Agreement by any of its staff, invitees or visitors or (iii) any other conduct, acts or omissions by Member or any of its staff, invitees or visitors in connection with the Membership or any of their respective use of the House, including, but not limited to, any violation of applicable laws or regulations, negligence or misconduct by Member or by any of its staff, invitees or visitors, except to the extent a claim results from the gross negligence, willful misconduct or fraud of NeueHouse. For purposes of this section “you” includes the individual Member and any Affiliate for which such member works having a presence at NeueHouse.
1. Liability Exclusion. NEUEHOUSE WILL NOT BE LIABLE TO YOU (NOR TO ANY OF YOUR STAFF, INVITEES OR VISITORS OR ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM YOUR MEMBER RIGHTS UNDER THIS AGREEMENT OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE HOUSE, THE MEMBERSHIP AGREEMENT, HOUSE RULES OR THE TERMS AND CONDITIONS, REGARDLESS OF WHETHER NEUEHOUSE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
2. Limitation of Damages. NEUEHOUSE’S MAXIMUM LIABILITY ARISING FROM RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE HOUSE, THE MEMBERSHIP AGREEMENT, HOUSE RULES OR THE TERMS AND CONDITIONS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, INDEMNITY, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE, THE MEMBERSHIP FEES PAID BY YOU TO NEUEHOUSE FOR THE MINIUMUM MEMBERSHIP TERM ASSOCIATED WITH YOUR MEMBERSHIP LEVEL SET FORTH ON THE MEMBERSHIP LEVEL SCHEDULE ANNEXED HERETO.
3. Exceptions. To the extent any of the exclusions or limitations of liability set forth in this section are determined to be not enforceable under applicable law, such exclusions and limitations of liability shall be enforced to the fullest extent permitted under applicable law.
4. Other Members. NeueHouse does not control and is not responsible for the actions of other Members any other third parties in or upon the Premises or House and is further not responsible for or liable for damage to or theft of personal or business property left unattended or unlocked within the House. If a dispute arises between Members, or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
You are responsible for and hereby represent and warrant that you will maintain at all times during the Term of this Agreement and for a period of six (6) months after, personal property insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury to your Members and your Members’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount commercially reasonable and appropriate to your business. You will ensure that NeueHouse LLC and the NeueHouse Affiliate on your Membership Fee Invoice shall each be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against NeueHouse and the landlord of the applicable premises. You shall promptly within forty-hours (48) hours provide proof of insurance upon our request.
1. Member agrees to hold all Confidential Information (defined as information not generally known to the public) of NeueHouse and other Members in strict confidence and to take all reasonable precautions to protect and preserve Confidential Information. Member acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, NeueHouse, or such aggrieved Member, shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). NeueHouse reserves the right at all times to disclose any information about you as NeueHouse deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials from its systems, in whole or in part, in NeueHouse’s sole discretion.
2. You shall, during and after the Membership term, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding NeueHouse, or any of NeueHouse’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
3. You must not use the name “NeueHouse” in any way in connection with your business without prior written consent of NeueHouse, which shall be provided or withheld in the sole and absolute discretion of NeueHouse.
4. You may not use pictures or illustrations of the House (including any images from the NeueHouse sites) in any advertising, publicity or other purpose without the prior written consent of NeueHouse, which shall be provided or withheld in the sole and absolute discretion of NeueHouse. Further, you agree that no press release, advertising, sales literature or other publicity statements relating to the existence or substance of the Agreement or the relationship of the parties created by it, shall be made by you without the prior written approval of NeueHouse, which shall be provided or withheld in the sole and absolute discretion of NeueHouse.
1. You acknowledge that you must receive community emails as part of its obligations and duties as a Member. NeueHouse may provide notice of any changes to services, fees or other updates by email to the address provided by you and you agree that such notice transmitted is proper.
2. You agree to notify NeueHouse of any change to your contact information (telephone, address and e-mail).
3. If you contact any other Member who has not consented to such contact, including any spamming, your membership may immediately be terminated by NeueHouse.
XI. REPRESENTATIONS AND WARRANTIES; DISCLAIMER:
1. Mutual Representations and Warranties. NeueHouse and you each represent and warrant that it is duly authorized to perform its obligations hereunder.
2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1 ABOVE, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE HOUSE, THE MEMBERSHIP AGREEMENT, HOUSE RULES OR TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
1. Force Majeure: Except for the payment of any amounts due hereunder, nonperformance of either party shall be excused to the extent that performance is prevented or delayed by strike, fire, flood, epidemic, governmental acts, orders or restrictions, failure of suppliers, Internet or power outages, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. NeueHouse will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond NeueHouse’s reasonable control, including without limitation (i) any delays or changes in construction of, or NeueHouse’s ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.
2. NeueHouse Employee Solicitation. In the event the you choose to employ current or former employees of Neuehouse, you agree, as a courtesy, to provide NeueHouse with reasonable advanced written notice issued to the General Manager of your Resident House. You understand and acknowledge that former employees of NeueHouse may be restricted from accessing any House for up to six (6) months following the termination of an employee’s employment with NeueHouse; with permission under these circumstances to access the House following separation may be withheld at the sole discretion of the General Manager.
3. In the unlikely event that NeueHouse is no longer able to provide access to the Member Space (or reasonable substitutes thereto) at the House, then your right to use the House and any services will end and you will only have to pay Membership fees and any charges associated with your account up to the date such use ends. NeueHouse shall not be responsible nor have any further liability to you for any losses, damages, consequential or otherwise due to the termination of your Membership.
4. Assignment: Member shall not assign or otherwise transfer any of its rights or obligations under the Agreement without the prior, written consent of NeueHouse, which shall be provided in the sole and absolute discretion of NeueHouse. Notwithstanding anything in this Agreement, NeueHouse may, without the consent of the other party, assign or otherwise transfer the Membership Agreement: (i) to any of its affiliates or (ii) in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all assets or other change of control transaction. Any assignment or other transfer not in accordance with this section will be null and void. This Membership Agreement is binding upon and will inure to the benefit of each party and its respective permitted successors or assigns.
5. Relationship: The relationship of the parties under the Membership Agreement: (i) is one of independent contractors, and neither party has the authority to bind the other party in anyway and (ii) is non-exclusive and nothing herein shall be deemed to restrict or limit a party’s ability to engage in similar relationships, agreements or arrangements with any other party. The Agreement, which is comprised of the Member Agreement, House Rules and these Membership Terms and Conditions (together with the documents referenced herein) set forth the entire agreement of the parties as to its subject matter and supersede all prior agreements, negotiations, representations, and promises between them with respect to its subject matter. A waiver of rights under the Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights.
6. Non-Contravention. You agree not to directly or indirectly contact or otherwise interfere with any agreement or relationship between NeueHouse and any building owner, landlord, developer, licensor of a NeueHouse.
7. Severability. In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
8. Subordination. For avoidance of doubt, the term of this Agreement are subordinate and subject to NeueHouse’s lease, licenses or other rights to occupy a House with and of NeueHouse’s landlords, licensor or other property rights holders and to any other agreements to which NeueHouse’s leases with NeueHouse’s landlords are subordinate.
9. GOVERNING LAW. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAW OF THE STATE OF NEW YORK, U.S.A. AND THE UNITED STATES WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF.
10. VENUE. EXCEPT THAT EITHER PARTY MAY SEEK EQUITABLE OR SIMILAR RELIEF FROM ANY COURT OF COMPETENT JURISDICTION, ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, OR AT LAW, OR THE BREACH, TERMINATION OR INVALIDITY OF THIS AGREEMENT, THAT CANNOT BE SETTLED AMICABLY BY AGREEMENT OF THE PARTIES TO THIS AGREEMENT SHALL BE FINALLY ADJUDICATED BY BINDING ARBITRATION IN ACCORDANCE WITH THE ARBITRATION RULES OF JAMS THEN IN FORCE, BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES. THE PLACE OF ARBITRATION SHALL BE NEW YORK, NEW YORK, U.S.A.
11. PROCEEDINGS; JUDGMENT. THE PROCEEDINGS SHALL BE CONFIDENTIAL AND IN ENGLISH. THE AWARD RENDERED SHALL BE FINAL AND BINDING ON BOTH PARTIES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE RIGHTS UNDER THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER, IN ADDITION TO ANY OTHER RELIEF AWARDED, THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES AND OTHER FEES, COSTS AND EXPENSES OF EVERY KIND IN CONNECTION WITH THE ACTION, SUIT OR PROCEEDING, ANY APPEAL OR PETITION FOR REVIEW, THE COLLECTION OF ANY AWARD OR THE ENFORCEMENT OF ANY ORDER, AS DETERMINED BY THE ARBITRATOR(S) OR COURT, AS APPLICABLE. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN THE ENGLISH LANGUAGE, WHICH IS THE LANGUAGE OF THE OFFICIAL TEXT OF THIS AGREEMENT.
12. CLASS ACTION WAIVER. ANY PROCEEDING TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED PROCEEDINGS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR ANY CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON’S ACCOUNT, IF WE ARE A PARTY TO THE PROCEEDING. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
13. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in the Member’s primary House’s time zone.
14. Entire Agreement. This Agreement, including the Schedule of Members and the House Rules, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.