This Independent Contractor Agreement (hereinafter referred to as the “Agreement”) is entered into between you (“Contractor”) as an independent contractor, and Elevated FX, LLC. and/or any of its subsidiaries and/or affiliates (collectively, “Elevated FX” or the “Company”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Elevated FX.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET OUT IN SECTION 6 CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH Elevated FX ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
In consideration of the promises, rights, obligations and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Elevated FX’ collection and use of personal information in connection with the Services is described in Elevated FX’ Privacy Statements located at http://members.elevatedfx.com/privacy-policy/ PAYMENT FOR SERVICES.
- The Company agrees to pay to Contractor a portion of the Charges for Services you have directly referred using the link provided in your profile (“payments”). All payments are subject to a Elevated FX Commission and Fees, discussed and defined below. Elevated FX will process all payments due to Contractor through its third-party payments processor. Contractor agrees that payments do not include interest accrued, if any, and will be net of any Commission, Fees or amounts that the Company is required to withhold by law.
- Commission. In exchange for permitting Contractor to offer Services through Elevated FX, Contractor agrees to pay Elevated FX (and permit Elevated FX to retain) a fee based on each Service provided (“Commission”). The amount of the applicable Commission will be based on a Commission schedule available through your Elevated FX Account. Elevated FX may, from time to time, change the Commission in Elevated FX’ sole discretion. Elevated FX will communicate changes to Commission with advance notice of any such change. Continued use of the Services after any such change in the Commission calculation shall be deemed to constitute Contractor’s consent to such change.
- Pricing. Contractor authorizes Elevated FX to set pricing for all Charges applicable to the provision of Services (“Price”). Elevated FX may, from time to time, change the Price at in Elevated FX’ sole discretion, and Elevated FX will communicate changes to Contractor with advance notice of any changes to the base Price.
- Payment Adjustment. Elevated FX may decide to reasonably adjust or withhold all or a portion of payments if Elevated FX believes that Contractor has defrauded, attempted to defraud, or abuse Elevated FX or Elevated FX’ payment systems.
- Fees. The Company will deduct from all payments any and all fees or charges levied by and paid to merchant account providers and/or credit card companies.
- CONTRACTOR ACKNOWLEDGES AND AGREES THAT CONTRACTOR IS AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE OF THE COMPANY. CONTRACTOR FURTHER ACKNOWLEDGES AND AGREES THAT CONTRACTOR IS NOT A PURCHASER OF A FRANCHISE OR BUSINESS OPPORTUNITY. CONTRACTOR’S SUCCESS DEPENDS ON CONTRACTOR’S INDIVIDUAL EFFORT. THIS AGREEMENT DOES NOT CREATE AN EMPLOYER/EMPLOYEE RELATIONSHIP, AGENCY, PARTNERSHIP, OR JOINT VENTURE BETWEEN CONTRACTOR AND THE COMPANY AND CONTRACTOR SHALL NOT BE TREATED AS AN EMPLOYEE OF COMPANY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO:
- Benefits: Contractor is not eligible for, and the company will not provide benefits or even fringe benefits to Contractor. Contractor acknowledges and understands that Contractor is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefits plan.
- Unemployment compensation: the Company shall not obtain workers’ compensation insurance on Contractor’s behalf.
- You represent, warrant and agree that:
- You will not make any misrepresentation regarding Elevated FX, the Services or your status as a Third Party Provider;
- You will not attempt to defraud Elevated FX or Third Party Providers in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable payments for the Services in question.
- You agree that Elevated FX may use and share any information obtained about you with any of its affiliates and subsidiaries.
- You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you (1099 tax form).
- Contractor covenants and agrees (which independent covenant and agreement is separately enforceable and survives the termination of this Agreement with the Company for any reason) that the Company has made, or may make, available to you certain Proprietary Information (as hereinafter defined) of, or licensed to, the Company. Contractor acknowledges that this Proprietary Information has independent economic value, actual or potential, that is not generally known to the public or to others who could obtain economic value from its disclosure or use, and that this Proprietary Information is subject to a reasonable effort by the Company to maintain its secrecy and confidentiality. Except as essential to Contractor’s performance obligations under this Agreement, Contractor shall not make any disclosure of this Proprietary Information for five (5) years after the termination of this Agreement. Contractor is prohibited from duplicating or otherwise copying the Proprietary Information without written authorization from the Company. Upon request from Company, Contractor shall immediately return all Proprietary Information to the Company.
- Contractor acknowledges that the Company receives confidential information from third parties and Third Party Providers and Contractor agrees to protect and hold all such confidential information in the strictest of confidence and shall not disclose it to any person, corporation, company, partnership, or any other entity or use such confidential information for your own purposes.
- “Proprietary Information” is any and all information pertaining to any aspect of the Company’s business which is either information not known by actual or potential competitors of the Company which includes, technical data, computer programs, computer applications, software, code and its development, firmware, logos, innovations, inventions, processes, technology, designs, drawings, engineering, hardware configuration information, licenses, trade secrets or know-how, Third Party Provider and Company data, learning and teaching techniques and curriculum, company statistics, compensation, business acquisition prospects, joint ventures, reports, outlines, manuals, business models, joint venture agreements, recruitment methods, research, original works, business expansion and development, proposals, marketing, marketing strategies, advertising, business plans, Company budgets and unpublished financial information, suppliers, Third Party Provider lists, pricing information, product plans, services, business and potential business relationships, research and development, transactions and strategies, business prospects and opportunities discussed or considered by the Company, administrative, management, contracting, financial, or marketing activities of the Company, and information about the identity, contact information, skills, financial condition, compensation, needs, structure of Third Party Providers, contractors, joint venturers, vendors, agents, suppliers or other parties having a business relationship with the Company.
- Contractor hereby irrevocably assigns all right, title, and interest of every kind and nature whatsoever in and to the Proprietary Information made, written, discussed, developed, secured, obtained or learned by you during the term of this Agreement with the Company or for five (5) years immediately following termination of this Agreement. Contractor agrees that this Proprietary Information is and forever shall be the sole and exclusive property of the Company for any purpose or use whatsoever, and any Proprietary Information held shall be disclosed promptly by you to the Company. The covenants set out in the preceding sentence shall apply regardless of whether any Proprietary Information is made, written, discussed, developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of providing Services or otherwise, (c) at the request and upon the suggestion of the Company or otherwise, (d) or with the Company’s materials, tools, instruments.
Intellectual Property: Inventions and Original Works Assigned to Company (“Work For Hire” or “Work Made For Hire”).
- Contractor acknowledges and agrees that the Company is the exclusive legal, equitable and beneficial owner of all works of authorship created or developed by Contractor for the Company during the term of this Agreement and such works constitute a works for hire pursuant to Title 17, United States Code, Sections 101 and 201(b). All works for hire, including copyrights, patents, trade secrets, or other intellectual property rights developed or created by Contractor for the Company during the term of this Agreement shall belong exclusively to the Company and shall, to the fullest extent possible, be considered a work made for hire by the Contractor for the Company.
- If any work which Contractor develops or creates for the Company during the term of this Agreement is not considered or does not qualify as work for hire (“Work Product”), Contractor agrees to assign to the Company at the time of creation of the Work Product, without any requirement of further consideration, all right, title, and interest Contractor has in such Work Product. , Contractor shall take all reasonably necessary actions to give full and proper effect to such assignment or to effectuate any of the foregoing upon a request by the Company.
- Contractor is not permitted to take, transfer, misappropriate, or retain the original or copy of any work for hire or work product, with the exception of documents that are of public record, or unless you have been given prior, express, specific written permission to do so by the CEO of the Company.
- Contractor shall submit in writing to the Company all inventions and discoveries, if any, which Contractor had conceived or developed prior to entering into this Agreement. Inventions and discoveries properly and fully disclosed to the Company shall not be considered works for hire or work product for purposes of this Agreement. Any work product, inventions or discoveries not fully disclosed to the Company shall be deemed made or conceived during the term of this Agreement.Termination of Agreement
- Termination. This Agreement may be terminated by written notice by either party or immediately upon material breach of any term of this Agreement by either of the parties.
YOU ACKNOWLEDGE AND AGREE THAT Elevated FX IN NO WAY GUARANTEES THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF SERVICES. AT NO TIME DOES Elevated FX AGREE TO PROVIDE NOR IS ANY THIRD PARTY PROVIDER OF SERVICES PERMITTED TO PROVIDE YOU WITH A GUARANTEE OF SERVICES.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Elevated FX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, Elevated FX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Elevated FX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.
Elevated FX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF Elevated FX, EVEN IF Elevated FX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, Elevated FX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER; OR (iii) ANY NON-PERFORMANCE OF SERVICES OR PARTS OF THESE SERVICES, WHETHER IMPOSED BY THIS AGREEMENT OR NOT, EVEN IF Elevated FX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Elevated FX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND Elevated FX’S REASONABLE CONTROL.
YOU AGREE THAT Elevated FX HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, Elevated FX LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON Elevated FX’ CHOICE OF LAW PROVISION SET FORTH BELOW.
You agree to indemnify, defend and hold Elevated FX and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Elevated FX’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
- Reasonableness of Restrictive Covenants. Contractor hereby acknowledges and agrees that the limitations imposed by this Agreement (including, but not limited to, those concerning time, geography, scope, nature and character), during and after the termination of this Agreement are reasonable and fair, and will not prevent Contractor from earning or impair Contractor’s ability to earn a livelihood. Contractor further acknowledges and agrees that any violation of any term or provision of this Agreement will have a substantial detrimental effect to the Company and its ability to protect its legitimate business interests. If any restriction in this Agreement is found by any court of competent jurisdiction to be unenforceable for any reason, including, but not limited to, restrictions extending for too long a period, covers too great a range of activities or applies to too broad a geographic area, it shall be interpreted to extend to the maximum period of time, range of activities or geographic scope that is enforceable.
- Representations as To Other Agreements. Contractor hereby represents that, except as Contractor has already disclosed in writing to the Company, Contractor is not bound any restrictive covenants or agreements with any other party to refrain from providing Services under this Agreement or using or disclosing any trade secret, confidential or proprietary information. Contractor further represents that Contractor will not disclose or induce the Company to use any trade secret, confidential or proprietary information in your possession unless you have obtained express written authorization from the third party from which you have obtained this confidential or proprietary information. Contractor agrees to indemnify the Company and hold it harmless from any loss, damage or expense the Company incurs, including, but not limited to, attorney’s’ fees and costs, as a result of such violation, including, but not limited to, the attorneys’ fees and costs the Company incurs in any proceedings brought to enforce its rights under this paragraph.
- Return of Property. Upon termination of this Agreement, Contractor shall deliver to the Company all property in which the Company has an interest, including, but not limited to, Proprietary Information, Work For Hire, Work Product, documents and data of any nature pertaining to Contractor’s work with the Company, including but not limited to, any and all device, records, data, notes, reports, proposals, lists, correspondence, or other documents or property, together with all copies thereof, in whatever form, and Contractor will not take or otherwise transfer any documents or data of any description containing or pertaining to any such property.
- No Right to Act as Agent. Contractor has no right to act as an agent for the Company and has a duty to disclose that Contractor is not an agent of the Company to third parties as reasonably necessary, including instances where the Contractor believes a third party’s statements or conduct project a misplaced understanding that Contractor is indeed an agent of the Company.
- Sharing of Personal Information. Contractor expressly permits the Company to disclose all information regarding Contractor’s Account, including personal information pertaining or related to Contractor’s security guard license, to Elevated FX or any other subsidiaries or affiliates.
- Expenses. Contractor shall be responsible for all expenses incurred while performing Services under this Agreement including, but not limited to, automobile, truck, and other travel expenses; fuel; vehicle maintenance and repair costs; vehicle license fees and permits; insurance premiums; road, fuel, and other taxes; any fines incurred; radio, pager, or cell phone expenses; meals. Contractor will not be reimbursed for any expenses incurred during the provision of Services under this Agreement.
- Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability.
- No Waiver. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. All rights are cumulative.
- Entire Agreement and Modification. This Agreement and all documents incorporated by reference constitute the parties’ entire agreement. No other agreements, oral or written, regarding the work to be performed under this Agreement exist between the parties. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by Contractor and the Company. Any changes made to payment for Services after the signing of this Agreement shall not affect the validity or scope of this Agreement.
- Successors. This Agreement shall be binding upon Contractor, Contractor’s heirs, executors, assigns and administrators and shall inure to the benefit of the Company, its successors, assigns and transferees regardless of the manner in which the successor, assignee or transferee obtains its interests
- Headings. The headings contained in the Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The parties expressly acknowledge that they have had equal opportunity to negotiate the terms of this Agreement and that this Agreement shall not be construed against the drafter.
- Independent Legal Advice. Contractor has been advised to consult with an attorney before signing this Agreement, and has done so, or had a reasonable opportunity to do so and declined to consult with an attorney. Contractor acknowledges that no representation, promise or inducement has been made other than as set forth in this Agreement. Contractor acknowledges and assumes the risk for any mistake of fact now known or unknown, and understands the significance and consequences of this Agreement. Contractor acknowledges that Contractor has read this Agreement in its entirety and fully understands all of its terms and its consequence and have demonstrated this understanding by voluntarily signing this Agreement.
- Facsimile and Counterparts. This Agreement may be executed in several counterparts and by facsimile, email or electronic signature and all so executed counterparts taken together shall constitute one Agreement, binding on all the Parties hereto, notwithstanding that the Parties are not signatories to the original or same counterpart.
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Elevated FX on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Elevated FX, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Elevated FX by someone else.
Agreement to Binding Arbitration Between You and Elevated FX.
You and Elevated FX agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Elevated FX, and not in a court of law.
You acknowledge and agree that you and Elevated FX are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Elevated FX otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Elevated FX each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
he parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Florida.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Wyoming and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
Location and Procedure.
Unless you and Elevated FX otherwise agree, the arbitration will be conducted in the City of Sheridan, Wyoming. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Elevated FX submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Elevated FX will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions in this Section 6 above, regarding consent to be bound by amendments to these Terms, if Elevated FX changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Elevated FX written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail to our registered agent for service of process, Katz & Phillips, P.A., or (b) by email from the email address associated with your Account to: [email protected] In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Elevated FX in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
Choice of Law.
hese Terms are governed by and construed in accordance with the laws of the State of Wyoming, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Wyomingns to assert claims under Wyoming law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 6 of these Terms, are only intended to specify the use of Wyoming law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Wyoming law to you if you do not otherwise reside in Wyoming. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 6 or to any arbitrable disputes as defined therein. Instead, as described in Section 6, the American Arbitration Association shall apply to any such disputes.
Elevated FX may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Elevated FX, with such notice deemed given when received by Elevated FX, at any time by first class mail or pre-paid post to our registered agent for service of process, Elevated FX, LLC.
You may not assign these Terms without Elevated FX’s prior written approval. Elevated FX may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Elevated FX’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Elevated FX or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Elevated FX’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Elevated FX in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.