Terms of Service
• Norn is a social network that introduces people to have conversations in real life (the “ Conversations ”).
• By joining our community of members (the “ Community ”), we hope you will benefit from new perspectives and ideas.
Summary of Membership
Membership is a monthly commitment. You will have access to conversations hosted in private and public spaces throughout the city.
Your membership subscription also grants you access to conversations in other Norn cities. Contact us at firstname.lastname@example.org for more details.
Paired and grouped conversations with Norn members, for deep thinking on one topic.
Access to partner conversations hosted at various locations.
1. Nature of the Service
1.1 The Community is a social network facilitating the exchange of information between people. This may include reading profile pages of other members and contacting them. The Community provides to its members benefits such as but not exclusive to: The opportunity to attend conversations; the opportunity to host Norn events upon approval from a Norn employee or representative; and access to the Norn community through membership hub.
1.2 Any and all membership privileges obtained through this membership agreement may be revoked or changed at any time with prior notice to member.
2.1 Accounts and Registration. By entering into this Agreement and filling out the online registration form located at norn.co, you may be approved by Norn to become one member of a community (each Norn member, a “ Member ”) of the Norn Community . To be eligible for membership in the Norn Community (“ Membership ”), you must be at least 18 years old, or the age of majority in the country where residing. You agree that the information you provide to us in connection with your registration (or otherwise) is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email@example.com].
2.2 Terms and Conditions. Your Membership will be governed by the terms and conditions of this Agreement. We reserve the right, at our discretion, to change the terms on a going-forward basis. It is your responsibility to review the most recent version of the terms on a regular basis and remain informed of any changes to it. By using your Membership or engaging with the Norn member hub located at [norn.co] (the “ Member Hub ”), you consent to the terms in effect at such time for any Membership subscription you have paid for.
2.3 Norn Community Commitment. By accepting this agreement, you agree to treat everyone in the Norn community-regardless of their race, religion, national origin, ethnicity, skin colour, disability, sex, gender identity, sexual orientation or age-with respect, and without judgement or bias.
2.4 Disciplinary procedure. Conduct by a Member or guest that is prejudicial to the reputation and character of Norn may result in suspension or expulsion of such Member or guest. Such conduct may include violent or abusive behavior or the communication of information concerning Members or their guests to other individuals or the media. An expelled Member may not return to any Event as a guest. A refund of the expelled Member’s subscription will be at the discretion of Norn. Any member or members who willfully remove, damage or destroy any property belonging to members or guests on the premises of an Event Venue will be liable to expulsion and/or suspension or termination of their Membership. If Norn considers that any member’s (or his or her guests’) conduct either inside or outside of the Event premises is, at its absolute discretion, contrary to the interests of Norn, Norn may expel the member from the Event Venue and/or suspend or terminate that member’s membership without having to give any reason to such Member.
3.1 Fees. You agree to pay all fees, charges and other costs associated with your Membership and use of any space in accordance with this Agreement. Your applicable fees will be charged on a monthly basis. We reserve the right to change our fees at any time by providing you prior written notice via the Member Hub or email.
3.2 Payment. By signing up for a Membership, you authorize us or our agent to bill your credit card or deduct from your bank account the fees for your membership “Membership Fee”, any and all applicable taxes, and any other charges you may incur in connection with your Membership.
3.3 Refunds. You may cancel your Membership at any time by contacting us by e-mail at [firstname.lastname@example.org]. We will terminate your account within a reasonable amount of time of receipt of your cancellation request. Cancelling membership means you will not be billed for subsequent payments. We do not grant refunds for the membership fee unless you cancel within a trial period. If you believe that we have charged you in error for any service, you must contact us within 90 days of the charge. We will not refund any charges after more than 90 days.
3.4 Suspension. You may suspend your Membership once per contractual year for a minimum of one (1) month and a maximum of three (3) consecutive months by contacting us by email at [email@example.com]. We will re-activate your membership at the end of the requested period or upon receipt of your written request, in accordance with this Agreement.
3.5 Updated Information. You agree to provide us updated information about your credit card when the earlier information is no longer valid or – otherwise – upon our request. If we do not receive payment from your credit card provider or if your credit card expires or is rejected, you agree to pay all amounts due upon Demand or your membership will be cancelled. We reserve the right to take all steps necessary to collect amounts due from you, including but not limited to using third party collection agencies, and you agree to indemnify us for any costs we incur (including attorneys’ fees) to recover amounts due from you. We reserve the right to correct any errors or mistakes that we make even if we have already requested or received payment, and to determine whether your credit card is pre-authorized to accept a minimum charge equal to your monthly Membership Fee.
3.6 Responsibility. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, Membership Fees, overdraft, insufficient funds, and over the credit limit fees. You agree to notify us about any billing problems or discrepancies within 90 days after they first appear on your account details page. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.
3.7 Late Payment. You will have a two-week grace period to pay any amount of your Membership Fee that is not paid when due. Following the grace period, your membership will be suspended and a notice of cancellation will be sent to you.
4. Events and Conversations
4.1 Event Access. You understand and agree that availability at any given event will vary and that we have no obligation to provide you access to events. You are allowed access to a specific event which may be changed from time to time at the sole discretion of Norn. If you have registered for an event that is no longer available your attendance may be cancelled. We will not be liable for any damage or lost property related to the leaving of materials at any event venue.
4.2 Disclaimer. All use of our event venues shall be at your sole risk, and, to the fullest extent permitted by law, Norn is not liable for any damages, loss of or damage to personal property or injuries occasioned by such use.
4.3 Cancellation of Attendance. You must cancel attendance to a registered conversation by emailing [firstname.lastname@example.org]. Notice of cancellation must be received before the deadline stipulated in your event confirmation email or a cancellation fee of LCY 10.00 will apply. Any member who does not adhere to this policy will receive two notifications. After two notifications, your subscription may be suspended for the subsequent month.
4.4 Network Security.
(a) In order to protect your computer(s) and other networked hardware and software from unwanted hackers and viruses, it is your sole responsibility and obligation to provide your own firewall and anti-virus protection for all of your computers that you bring to an Event Venue. In the event that any of your computers become infected or hacked, regardless of whether you have installed firewall or anti-virus protection, we will not be responsible for any damage suffered to your computers. You will indemnify and hold Norn harmless for any and all damages, including, without limitation, reasonable attorney’s fees that may result from the foregoing caused by or linked to your access to a WiFi Network during a Norn scheduled event.
(b) We accept no liability for any suspension, interruption, temporary unavailability, loss of data or fault occurring in the WiFi Network or telephone access available at any Norn scheduled event, or any consequences caused by such suspension, interruption, temporary unavailability, loss of data or fault, including loss of business or profits.
4.5 Hazardous Materials Prohibited. You must not cause or permit any hazardous material to be brought upon, kept or used in or about the Event Venue by you or your guests or invitees. If you breach the obligations stated in the preceding sentence, or if the presence of hazardous material in an Event Venue caused or permitted by you results in contamination of the Event Venue, then you will indemnify, defend, and hold Norn harmless from and against any and all resulting claims, judgments, damages, penalties, fines, costs, liabilities, or losses.
4.6 Security. You understand and agree that each Member shares responsibility for the physical security of the Event Venue and the individuals located therein. You agree to abide by all security-related rules in the terms, including ensuring no one other than you and your confirmed guests enter the Event Venue. You agree to report immediately any suspicious persons or activities to us.
4.7 Guests. Guests must be cleared with a representative of Norn prior to arrival; this is to ensure safety for all Members. A Member’s guests may not attend an Event without that Member being present and without advance consent from a representative of Norn. Members are responsible for ensuring their guests follow all terms and policies, and can face suspension or termination of Membership if their guests violate those terms.
4.8 Animals. No animals will be allowed at Event Venues or Member Homes except for assistance dogs.
5. The Hub
5.1 Access. As a Member, you will have access to the Member Hub, where you will be able to reserve space at an Event and otherwise manage your Membership.
5.2 User Content. Certain features of the Member Hub may permit Members to post content, including messages, reviews, photos, video, images, folders, data, text, and other types of works (collectively, “ User Content ”) and to publish User Content on the Member Hub. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Member Hub.
5.3 Limited License to Norn. By posting or publishing User Content, you grant us a worldwide, non-exclusive, transferable, royalty-free right and license (with the right to sublicense through multiple levels) to Norn, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content by us may be without any compensation paid to you.
5.4 Limited License to Members. By posting and sharing User Content with another Member on the Member Hub, you hereby grant that user a non-exclusive license to access and use such User Content as permitted by this Agreement and the functionality of the Member Hub.
5.5 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
(a) you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us and other Members to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 5 and in the manner contemplated by Norn and this Agreement; and
(b) your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
5.6 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other Members post or publish, and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement, or is otherwise objectionable. You understand that when using the Member Hub you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Norn with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Norn does not permit copyright-infringing activities on the Membership Hub or in its events.
5.7 Prohibited Conduct. By using the Member Hub or Event Venue, you agree not to:
(a) use the Member Hub or Event Venue for any illegal purpose, or in violation of any local, state, federal, or international law;
(b) violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;
(c) post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
(d) interfere with security-related features of the Member Hub, including without limitation by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of the Member Hub or any part thereof except to the extent that such activity is expressly permitted by applicable law;
(e) interfere with the operation of the Member Hub or any Member’s enjoyment of the Member Hub, including without limitation by: (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; (ii) making unsolicited offers or advertisements to other Members; (iii) attempting to collect, personal information about Members or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Member Hub, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
(f) perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Member accounts of others without permission, or falsifying your age or date of birth;
(g) sell or otherwise transfer the access granted herein or any Norn Materials (as defined below) or any right or ability to view, access, or use any Norn Materials; or
(h) attempt to do any of the foregoing in this Section 4.7, or assist or permit any persons in engaging in any of the activities described in this Section 4.7;
(i) promote any of your personal or third-party products or services to Norn members.
6.1 Term. This Agreement commences upon acceptance of this agreement and will continue in effect until you cancel your Membership or this Agreement is earlier terminated in accordance with Section 6.2.
6.2 Termination. We may terminate this Agreement upon immediate notice if you breach any of the provisions of this Agreement.
7. Norn Materials
7.1 No License. Except as expressly set forth in this Agreement, we grant you no license to use, reproduce, distribute, disclose, perform, transmit, make, have made, import, sell, offer to sell or otherwise exploit in any manner any products, services, premises, graphics, designs, compilations, information, data, computer code (including source code or object code), software or any other materials owned or otherwise provided by Norn, via the Member Hub or otherwise, including any and all intellectual property rights therein (the “ Norn Materials ”), and we hereby reserve all rights in and to the Norn Materials. All Norn Materials are the sole and exclusive property of Norn and its licensors.
7.2 Collection and Use of Data. You agree that Norn, its affiliates, and agents may collect, maintain, process and use personal, diagnostic, technical and related information, including technical information about your computer, system, application software and peripherals, the time and dates of your entry to Event Venues, the names of and related information regarding your guests to the Event Venue and other information gathered by Norn or provided by you to Norn in connection with your use of the Event Venue (“ Member Data ”). We collect, maintain, process, and use in order to facilitate the provision of services to you, to assist in our operations and to verify your compliance with the terms of this Agreement. Norn may use the Member Data as long as it is in a form that does not personally identify you, to improve our operations, to provide services or technologies to you or any third party or otherwise in connection with our business. We may share Member Data and other information with third parties (including regulatory or law enforcement authorities) in order to carry out a Member’s request or if we believe that doing so is legally required or is in our interest to protect our property or other legal rights (including enforcement of our agreements), or the rights or property of others.
8.1 Acknowledgement and Release. You understand and agree that the very nature of a community means that you may be exposed to the Confidential Information (as defined below) of Norn or other Members while at an Event Venue. You agree to use your reasonable best efforts to limit your accidental disclosure of your Confidential Information to other Members by using appropriate discretion when talking on the telephone or to other Members, leaving materials in public view or otherwise. During and after the term of this Agreement, you will at all times abide by the terms of this Section 8 with respect to any Confidential Information disclosed to you by other Members or Norn, or to which you are exposed (even if accidentally) while at an Event Venue. You are responsible for ensuring any and all of your guests, visitors, or other invitees to an Event Venue abide by the confidentiality obligations in this Section 8. You will be held responsible for any violations to this section 8 by you or your guests, visitors or other invitees to the premises. You hereby release Norn from any and all claims relating to the unauthorized disclosure of your Confidential Information by any other Members or their guests, visitors, or other invitees to the Event Venue.
8.2 Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is made available or disclosed to a party (either by the other party or by other Members in an Event Venue) and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.
8.3 Restricted Use and Nondisclosure. During and after the term of this Agreement, each party may be exposed to the Confidential Information of the other party (or other Members) and will: (a) use the other party’s (or other Members’) Confidential Information solely for the purpose for which it is intentionally provided; (b) not disclose the other party’s (or other Members’) Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 8; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. All Confidential Information disclosed by a party remains the property of such party.
8.4 Required Disclosure. If either party is required by law to disclose Confidential Information or the terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure and, upon request, assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
8.5 Accidental Disclosure. You acknowledge that, despite your best efforts to maintain the confidentiality of your Confidential Information, your Confidential Information may be seen, overheard by or otherwise transmitted to other Members, their guests, visitors, employees or other invitees to an Event, or Norn. You bring your Confidential Information to the Event at your sole risk, and we will not be responsible for any accidental, incidental or other disclosure of your Confidential Information. You hereby release Norn from any and all claims relating to the accidental disclosure of your Confidential Information to Norn, any other Members or their guests, visitors, or other invitees to the Event.
8.6 Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information of the other party that they may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
9.1 Defense. You will defend us and any and all of our officers, directors, employees, shareholders, direct and indirect customers, agents, successors and assigns (collectively, “ Indemnitees ”) from any actual or threatened third party claim arising out of or based upon your access to or use of the Event Venue, including your access to the Member Hub, any disputes between you and other Members or other third parties, or your breach of any of the provisions of this Agreement. We will: (a) give you prompt written notice of any claim; (b) grant you full and complete control over the defense and settlement of the claim; (c) assist you with the defense and settlement of the claim as you may reasonably request and at your sole cost and expense; and (d) comply with any settlement or court order made in connection with the claim. If you fail to discharge your duties under this Section 9.1, each Indemnitee reserves the right to defend itself and seek indemnification from you in accordance with Section 9.2.
9.2 Indemnification. You will indemnify the Indemnitees against: (a) all damages, costs, and attorneys’ fees finally awarded against any of the Indemnitees in any proceeding under Section 9.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by us in connection with the defense of such proceeding; and (c) if any proceeding arising under Section 9.1 is settled, you will pay any amounts to any third party agreed to by you in settlement of any such claims. This Section 9.2 will apply regardless of any insurance coverage held by you or any of your affiliates.
10. Disclaimer; No warranties
10.1 Disclaimer. The Member Hub and all services, materials and content available through or related to Norn or the Member Hub are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. We specifically (but without limitation) disclaim all warranties of any kind, whether express or implied, relating to the Member Hub and all services, materials and content available through or related to the Member Hub, including but not limited to: (i) any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement; and (ii) any warranties arising out of course of dealing, usage or trade. We do not warrant that the Member Hub or any services, materials or content available through or related to the Member Hub will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and we do not warrant that any of the foregoing will be corrected.
10.2 No Warranties. No advice or information, whether oral or written, obtained by you from the member hub or any services, materials or content available through or related to the member hub will create any warranty regarding norn or the member hub or any services, materials or content available through or related to the member hub that is not expressly stated in these terms. You assume all risk for all damages that may result from your use of or access to the member hub and all services, materials and content available through or related to the member hub and your dealings with other members. You understand and agree that your use, access, download, or otherwise obtaining materials or content through the member hub and any associated sites or services is at your own discretion and risk, and you will be solely responsible for any damage to your property or loss of data that results from your use of the member hub or the download or use of any materials or content through the member hub. Some jurisdictions may prohibit a disclaimer of warranties and you may have other rights that vary from jurisdiction to jurisdiction.
11. Limitation of Liability
11.1 No Consequential Damages. In no event will we be liable to you for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses) arising out of or relating to your access to or use of, or your inability to access or use, the member hub or any services, materials or content available through or related to the member hub, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not we have been informed of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you.
11.2 Limitation of Liability. You agree that the aggregate liability of norn to you for any and all claims arising out of relating to the use of or any inability to use the member hub or any services, materials or content available through or related to the member hub or otherwise under this agreement, whether in contract, tort, or otherwise, is limited to the greater of: (i) the amounts you have paid to us for access to and use of the premises in the 12 months prior to the claim or (ii) $100.
11.3 Basis of Bargain. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under these terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section 10 will apply even if any limited remedy fails of its essential purpose.
12. Dispute resolution and arbitration
12.1 Generally. In the interest of resolving disputes between you and Norn in the most expedient and cost effective manner, you and Norn agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of this Agreement. You understand and agree that, by entering to these terms, you and Norn are each waiving the right to a trial by jury or to participate in a class action.
12.2 Exceptions. Notwithstanding subsection 12.1, we both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
12.3 Arbitrator. Any arbitration between you and Norn will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “ AAA Rules ”) of the American Arbitration Association (“ AAA ”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us.
12.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature= required), or in the event that we do not have a physical address on file for you, by electronic mail (“ Notice ”). Our address for Notice is: Norn, 1957 Grove St. San Francisco, CA 94117. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“ Demand ”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Norn may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Norn shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Norn will pay you: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Norn in settlement of the dispute prior to the arbitrator’s award; or (iii) $10,000.00, whichever is greatest.
12.5 Fees. In the event that you commence arbitration in accordance with this Agreement, we will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
12.6 No Class Actions. You and Norn agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Norn 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.
12.7 Enforceability. If Section 12.6 is found to be unenforceable or if the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 12.1 shall govern any action arising out of or related to this Agreement.
13.1 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without regard to the conflict of laws principles thereof. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts in San Francisco County, U.S.A., in connection with any action arising out of or in connection with this Agreement.
13.2 Relationship. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting our performance of any services for any third party or the provision of products to any third party.
13.3 Assignability. You may not assign your right, duties, or obligations under this Agreement without our prior written consent. If you are an entity (other than a natural person), any direct or indirect change of control via a merger, reorganization, consolidation or sale of all or substantially all of your assets or equity securities in one or a series of related transactions will be deemed to be an “assignment” for the purposes of this Section 13.3. If consent is given, this Agreement will bind your successors and assigns. Any attempt to transfer your rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. We may assign this Agreement, or any of our rights or obligations hereunder, without your consent.
13.4 Subcontractors. We may utilize one or more subcontractors or other third parties to perform our duties under this Agreement.
13.5 Notices. All notices to Norn in connection with this Agreement must be in writing and must be delivered by hand or sent by email, facsimile, air courier or certified mail, return receipt requested, postage prepaid. All notices to Norn will be effective upon receipt. Notices to Norn must be delivered to Norn, 1667 Hayes Street, San Francisco, CA 94117, or you may provide us notice by sending an email to [email@example.com].
13.6 Force Majeure. We will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond our reasonable control, so long as we use all commercially reasonable efforts to avoid or remove such causes of non-performance.
13.7 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
13.8 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
13.9 Commencing Legal Action. Any action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand, or cause of action first occurred.
13.10 Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders. Any reference to any agreement, document or instrument will mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Whenever the words “hereunder,” “hereof,” “hereto,” and words of similar import are used in this Agreement, they will be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive.
13.11 Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in two or more counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a fax machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “ Electronic Delivery ”) will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.
13.12 Entire Agreement. This Agreement, including any all schedules and exhibits, constitutes the final and complete expression of the agreement between these parties. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed. No employee, agent, or other representative of Norn has any authority to bind Norn with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. We will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by you in any receipt, acceptance, confirmation, correspondence, or otherwise, unless we specifically agree to such provision in writing that is signed by one of our authorized agents.
Last updated: 26 August 2019