Terms of Service

1. Scope

These Terms of Service (“Terms”) contain the terms and conditions pursuant to which the John Templeton Foundation (together with its subsidiaries, “JTF”) permits you to use the website https://www.templeton.org, including its online grantmaking portal https://portal.templeton.org (“Templeton Portal”) and work product reporting portal https://prod.chronoshub.io/?profile=jtf (“Work Product Portal”), and any other website or mobile application that links to these Terms from within its footer, settings page, or other location (collectively, “Web Sites”).

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 15 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO ALL OF THE WEB SITES. THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL BINDING ARBITRATIONS OR SMALL CLAIMS COURT PROCEEDINGS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Your use of the Web Sites is subject to these Terms.  If you do not accept these Terms then you should not use any of the Web Sites.  Consider printing or saving a local copy of the Terms for your records.

You shall use the Templeton Portal only to: (a) submit and then manage a bona-fide grant application to JTF;  (b) if you receive a grant from JTF, then to manage the grant relationship with JTF, including submitting periodic reporting regarding that grant; and (c) provide feedback on a grant application or related materials, as requested of you by JTF.  You shall use the Work Product Portal only if you have received a grant from JTF or are acting on behalf of someone who has received a grant from JTF, and then only to search for and submit work product that resulted from such a grant.  If you have received a grant from JTF, then you will also be subject to a separate agreement with JTF regarding that grant (“Grant Agreement”).  To the extent these Terms conflict with the separate agreement for the grant, these Terms do not apply and the Grant Agreement governs.  If you have received a grant from JTF and permit others to access the Web Services on your behalf (“Representatives”), then you: (a) shall ensure they comply with these Terms; and (b) will be liable to JTF for their failure to do so.  In the remainder of these Terms, all references to “you” include your Representatives.

Some of the Web Sites contain links to other websites or mobile applications that are not part of the Web Services.  These other websites and mobile applications are not owned or operated by JTF and may have their own terms of service that you should read before you use them.  JTF does not endorse any advertising, products, or other materials on or available from these non-JTF websites and mobile applications.  You acknowledge and agree that JTF: (a) is not responsible for the availability of any of these non-JTF websites or mobile applications; and (b) is not responsible for any loss or damage which may be incurred by you as a result of the availability of these websites or mobile applications.

2. Registration

In order to use certain Web Sites, such as the Templeton Portal and Work Product Portal, you may be required to provide information about yourself (such as identification or contact details) or the organization for whom you are accessing the Web Sites (such as its name and mailing address).  You shall ensure that all registration information you give to JTF is accurate and complete. You shall notify JTF immediately of any changes to any of the foregoing information as needed to keep it current. You are responsible for updating your contact information so that JTF may communicate with you.

3. Your Content

You agree that you are solely responsible for (and that JTF has no responsibility to you or to any third party for) any material that you submit or otherwise process through the Web Sites (“Your Content”), and for the consequences of your actions (including any loss or damage which JTF may suffer) by doing so.  You acknowledge that Your Content is submitted to JTF on a non-confidential basis.  More specifically, in furtherance of JTF’s non-profit purposes, you grant JTF and its licensees a worldwide, perpetual, irrevocable, transferrable, sublicensable (through multiple tiers), royalty-free, non-exclusive right and license to do the following:

(a) with respect to pre-grant materials submitted through the Templeton Portal (such as applications and proposals), to copy and create derivative works in furtherance of JTF internally evaluating the potential grant and having others (such as external advisors and consultants) assist JTF with such evaluation;

(b) with respect to post-grant materials submitted through the Templeton Portal (such as project reports), to copy and create derivative works in furtherance of JTF internally evaluating the performance of the grant and having others (such as external advisors and consultants) assist JTF with such evaluation, and JTF exercising its other rights and performing its other obligations as set forth in the applicable Grant Agreement; and

(c) with respect to materials submitted through the Work Product Portal, to copy, create derivative works, and publicly perform, distribute, and display, in whole or in part, in any manner and in any medium, except that JTF will not publicly perform, distribute, or display the full-length version of any of Your Work Products (as that term is used in the Work Product Portal) that you submit as attachments through the Work Product Portal, or the portion of Your Content that you identify to JTF as the abstract of a Work Product (again as that term is used in the Work Product Portal), in either case without your prior written consent.

You also acknowledge and agree that JTF may copy, create derivative works, and publicly perform, distribute, and display Your Content, in whole or in part, in any manner and in any medium, to comply with law or valid legal process (such as a subpoena) or to respond to a request from a regulatory authority with jurisdiction over JTF.

For clarity, JTF does not assert any ownership over Your Content; rather, as between JTF and you, subject to the rights granted to JTF in these Terms, you retain full ownership of and/or licenses to Your Content.

You represent and warrant to JTF that: (a) you own Your Content or otherwise have sufficient rights in it to grant to JTF the license set forth in this section without infringing or violating the rights of any third party; (b) all of Your Content is accurate and complete; and (c) none of Your Content is subject to industry-specific regulation, such as the U.S. Health Insurance Portability and Accountability Act or Payment Card Industry Data Security Standard.

JTF reserves the right, but does not assume any obligation, to review Your Content using automated tools or manual processes.  JTF may refuse to display or remove any of Your Content from the Web Sites for any reason in its sole discretion.

4. Other Content on the Web Sites

Certain Web Sites allow you to access content and information, such as published research (collectively, “Content”). This Content may be owned by JTF, others that give JTF the right to distribute their Content (such as research databases), or other users of the Web Sites.  JTF grants you a limited, non-exclusive, non-assignable license to view the Content and to use the Web Sites for personal, non-commercial purposes, or, if applicable, in furtherance of a grant provided to you by JTF, or otherwise in a manner that does not require a license.  Except for activities that do not require a license, unless the Content was legally posted by you on the Web Sites, you may not distribute copies of the Content in any form (including by email or other electronic means), without prior written permission from its owner.

Some of the material appearing on the Web Sites will be owned by someone other than JTF (“Third-Party Content”). Pursuant to Section 230 of the federal Communications Decency Act, providers of interactive computer services are not considered or treated as publishers or speakers of Third-Party Content.  JTF does not claim ownership of any Third-Party Content. In addition, JTF’s licensors want JTF to remind you that you must not remove, alter, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Third-Party Content.

You understand that JTF has the right to change the Web Sites at any time with or without notice to you. JTF also may rearrange, delete, add to, or otherwise change Content or other features or functionality contained within the Web Sites.

5. Prohibited Uses

You shall not:

• use the Web Sites to undertake or accomplish any unlawful purpose including, but not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, obscene, unlawful, threatening or defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, or otherwise violate any applicable local, state, federal, or non-U.S. law, order, or regulation;
• post, store, send, transmit, or disseminate on the Web Sites any information or material which a reasonable person could deem to be unlawful;
• upload, post, publish, transmit, reproduce, create derivative works of, or distribute on the Web Sites in any way information, software or other material that is protected by copyright or other proprietary right, without obtaining any required permission of the owner;
• post on or distribute through the Web Sites unsolicited bulk or commercial messages commonly known as “spam”;
• send very large numbers of copies of the same or substantially similar messages, empty messages, or messages which contain no substantive content, or send very large messages or files that disrupt a blog, newsgroup, chat, or similar feature of the Web Sites;
• initiate, perpetuate, or in any way participate in any pyramid or other illegal scheme through the Web Sites;
• participate in the collection of very large numbers of email addresses, screen names, or other identifiers of others (without their prior consent) from the Web Sites, a practice sometimes known as spidering or harvesting, or participate in the use of software (including “spyware”) designed to facilitate this activity;
• collect responses from unsolicited bulk messages posted on or distributed through the Web Sites;
• impersonate any person or entity, engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity (for example, “phishing”) on the Web Sites;
• restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the Web Sites (except for tools for safety and security functions such as parental controls, for example), including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to use, send, or retrieve information;
• register under the name of, or attempt to use the Web Sites under the name of, another person;
• allow another person to access the Web Sites using your credentials;
• access (or attempt to access) the Web Sites through any automated means (including use of scripts or web crawlers), except through APIs or other interfaces specifically provided for this purpose, or violate the instructions set out in any robots.txt or similar file present within the Web Sites;
• engage in the systematic retrieval of data or other content from the Web Sites, except though APIs or other interfaces specifically provided for this purpose, to create or compile, directly or indirectly, a collection, compilation, database or directory, without JTF’s prior written consent;
• capture, rip, download, or otherwise create a copy of any content that is shown on the Web Sites without obtaining any required permission of the content owner;
• take any actions for the purpose of manipulating or distorting, or that may undermine the integrity and accuracy of, any ratings or reviews of any program, service or product that may be presented by the Web Sites; or
• attempt to or actually circumvent any method used by JTF to control access to the Web Sites, including, but not limited to, spoofing or otherwise impersonating an IP address for your computer that is not actually assigned to your computer or setting up a proxy or other device that allows others to access the Web Sites through it.

6. Your Passwords and Unauthorized Use of Your Account

You are responsible for maintaining the confidentiality of the username and password that you use to access the Web Sites where a username and password are required (the “Account”). In addition, you are responsible for controlling access to any PCs, mobile devices, gateways, or other end points that you allow to store your Web Sites password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you will be solely responsible to JTF for all activities that occur under your Account, including the activities of any individual with whom you share access to your account or an Activated Device, and you will be responsible for any breach of these Terms caused by these activities. If you become aware of any unauthorized use of your Account, you shall notify JTF immediately. To protect your privacy, JTF recommends logging out of the Web Sites after each visit when you are using a public or shared PC, mobile device, or other end point.

JTF does not permit credential sharing. You shall not share access to the Account with anyone else. You agree you are responsible for maintaining the confidentiality and security of all Account usernames and passwords.

7. Privacy and Your Personal Information

To understand how JTF collects and uses information through the Web Sites, please read JTF’s Privacy Policy at https://www.templeton.org/privacy-policy.

JTF is not responsible for any information provided by you to third parties, and this information is not subject to the Privacy Policy. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to third parties via the Web Sites. For a description of the privacy protections associated with providing information to third parties, you should refer to any privacy policies provided by those third parties.

8. Proprietary Rights

You acknowledge and agree that JTF (or JTF’s licensors) owns all legal right, title, and interest in and to the Web Sites, including any intellectual property rights which subsist in the Web Sites (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Nothing in the Terms gives you a right to use any of JTF’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. If you have been given an explicit right to use any of these brand features in a separate written agreement with JTF, then you agree that your use of these features shall comply with that agreement, any applicable provisions of the Terms, and JTF’s brand feature use guidelines as updated from time to time.

Nothing in the Terms gives you a right to use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of these marks, names or logos.

9. Term; Provisions That Remain in Effect after Termination

These Terms will be in effect from when you first used the Web Sites until terminated by either JTF or you as permitted herein.

Sections 3, 8, and 10 through 16 of these Terms will survive termination or expiration.

Unregistered Users

If you use any of the Web Sites (or parts of those services) that are accessible without registration, you can simply discontinue use of those services at any time. Doing so will terminate the applicability of these Terms to you with respect to those services. If you breach any provision of these Terms or other applicable policies, or for any other reason, JTF reserves the right to restrict, suspend, or terminate your use of any or all of the Web Sites. JTF may take these actions with or without notice to you. Because unregistered users are generally unknown to JTF, in most cases JTF will be unable to give you notice of these actions.

Registered Users

If you use any of the Web Sites (or parts of those services) as a registered user, you may delete your registered user account at any time. Doing so will terminate these Terms with respect to that Web Service. If you breach any provision of these Terms or other applicable policies, or for any other reason, JTF reserves the right to restrict, suspend, or terminate your registered user account for any or all of the Web Sites. JTF may take these actions with or without notice to you. Because registered users are known to JTF, however, JTF will generally use reasonable efforts to give you notice of these actions.

10. EXCLUSION OF WARRANTIES

BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE WEB SITES, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE INTERRUPTIONS, DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH THIS INFORMATION. IF YOU RELY ON THE WEB SITES OR ANY MATERIAL AVAILABLE THROUGH THEM, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE WEB SITES ARE PROVIDED TO YOU “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” JTF AND ITS AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, USEFULNESS, TIMELINESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE WEB SITES. JTF AND ITS AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THAT THE WEB SITES WILL CONTINUOUSLY BE AVAILABLE OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. BECAUSE SOME STATES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, THESE EXCLUSIONS AND LIMITATIONS OF WARRANTIES MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY
12. FOR PURPOSES OF THIS LIMITATION OF LIABILITY PROVISION, “JTF” REFERS TO NOT ONLY THE JOHN TEMPLETON FOUNDATION BUT ALSO ITS SUBSIDIARIES, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.
13. YOU WAIVE THE RIGHT TO ASSERT A CLAIM AGAINST JTF MORE THAN TWELVE (12) MONTHS AFTER THE FIRST EVENT OR FACT THAT GIVES RISE TO THE CLAIM.
14. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, IN NO EVENT SHALL JTF BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING OR RESULTING FROM ANY INTERRUPTION IN OR DISRUPTION TO THE WEB SITES. IN NO EVENT SHALL JTF BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER JTF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL JTF’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED $2,500. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH SHALL NOT APPLY TO PERSONAL INJURIES OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY JTF’S MALICIOUS, RECKLESS, OR GROSSLY NEGLIGENT ACTS OR OMISSIONS.
15. THESE LIMITATIONS OF LIABILITY SHALL SURVIVE THE TERMINATION OF THESE TERMS. BECAUSE THE LAW REGARDING LIMITATIONS OF LIABILITY VARIES BY STATE, THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. NOTICE TO NEW JERSEY CONSUMERS: THESE LIMITATIONS OF LIABILITY APPLY IN NEW JERSEY.
16. Indemnification

You shall indemnify, defend, and hold harmless JTF (including its subsidiaries, and its and their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers) against all claims, losses, expenses, damages and costs (including reasonable attorney fees) resulting from any breach of the Terms by you or any individual with whom you share your Account username or password or an Activated Device. Notwithstanding the foregoing, JTF will not seek indemnification from you from any losses, expenses, claims, damages and costs, including reasonable attorneys’ fees, resulting from its own conduct. JTF reserves the right, at its election, to assume the exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with JTF in connection with the defense.

13. Copyright Infringement

JTF is committed to complying with U.S. copyright and related laws, and requires all users of the Web Sites to comply with these laws. Accordingly, you may not use the Web Sites to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of a copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Web Sites, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the “DMCA”) by sending JTF’s authorized agent a notification of claimed infringement that satisfies the requirements of the DMCA. Upon JTF’s receipt of a satisfactory notice of claimed infringement, JTF will respond expeditiously either directly or indirectly: (a) to remove the allegedly infringing work(s) from the Web Sites; or (b) to disable access to the work(s). In accordance with the DMCA, it is JTF’s policy to reserve the right to terminate access to the Web Sites (or any part of those services) for any user who is either found to infringe third-party copyright or other intellectual property rights, including repeat infringers, or who JTF, in its sole discretion, believes is infringing these rights. Accordingly, JTF may terminate access to the Web Sites at any time with or without notice for any affected user.  If the affected user believes in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then that person may send a counter notification to JTF.  Upon JTF’s receipt of a counter notification that satisfies the requirements of DMCA, JTF will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA’s procedures with respect to a received counter notification. In all events, you expressly agree that JTF will not be a party to any disputes or lawsuits regarding alleged copyright infringement.

Copyright owners may send JTF a notification of claimed infringement to report alleged infringements of their works to:

John Templeton Foundation

Attn: DMCA Notice

c/o General Counsel

300 Conshohocken State Road, Suite 500

West Conshohocken, PA 19428

dbryant@templeton.org

(610) 941-2828

Any notification of claimed infringement must be in a form that satisfies the requirements of Section 512(c)(3) of the U.S. Copyright Act. Under the DMCA, anyone who knowingly makes misrepresentations regarding alleged copyright infringement may be liable to JTF, the alleged infringer, and the affected copyright owner for any damages incurred in connection with the removal, blocking, or replacement of allegedly infringing material.

If a notification of claimed infringement has been filed against you, you can file a counter notification with JTF’s designated agent using the contact information shown above. All counter notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act.

14. Changes to the Terms

JTF reserves the right to change these Terms. When it does change them, it will make a copy of the updated Terms available to you by posting it at https://www.templeton.org/terms-of-use.

You understand and agree that if you use any of the Web Sites after the effective date of the updated Terms, JTF will consider your use as acceptance of the updated Terms.

15. Binding Arbitration
16. Purpose. Any Dispute (as defined below in these Terms) involving you and JTF shall be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 15 (the “Arbitration Provision”) shall be broadly interpreted.
17. Definitions. The term “Dispute” means any claim or controversy related to the Web Sites, including but not limited to any and all: (i) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (ii) claims that arose before these Terms or any prior agreement; (iii) claims that arise after the expiration or termination of these Terms; and (iv) claims that are the subject of purported class action litigation. As used in this Arbitration Provision, “JTF” means JTF and any of its subsidiaries, and its and their predecessors, successors, assigns, and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Web Sites. Notwithstanding the foregoing, Disputes relating to the scope, validity, or enforceability of this arbitration provision will not be subject to arbitration.
18. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision, either you or JTF may elect to bring an individual action in small claims court if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
19. Right to Opt Out. IF YOU DO NOT WISH TO ARBITRATE DISPUTES YOU MAY DECLINE TO HAVE YOUR DISPUTES WITH JTF ARBITRATED BY NOTIFYING JTF IN WRITING WITHIN 30 DAYS OF THE LATER OF YOUR FIRST ACCESS TO OR USE OF THE WEB SITES, BY MAIL TO JTF 300 CONSHOHOCKEN STATE ROAD, SUITE 500, WEST CONSHOHOCKEN, PA 19428, ATTN: GENERAL COUNSEL /ARBITRATION. YOUR WRITTEN NOTIFICATION TO JTF MUST INCLUDE YOUR NAME, ADDRESS, TELEPHONE NUMBER, AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH JTF THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH JTF. IF YOU HAVE PREVIOUSLY OPTED OUT OF ARBITRATION WITH JTF, YOU DO NOT NEED TO DO SO AGAIN.
20. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with the American Arbitration Association (“AAA”) by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). You may deliver any required or desired notice to JTF by mail to JTF, 300 Conshohocken State Road, Suite 500, West Conshohocken, PA 19428 – ATTN: GENERAL COUNSEL.
21. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by AAA pursuant to its Consumer Arbitration Rules (the “AAA Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify JTF about your Dispute. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this Arbitration Provision and the rest of this Agreement, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the AAA rules, this Arbitration Provision shall govern. If the AAA will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the AAA Consumer Arbitration Rules. A single arbitrator will resolve the Dispute. Unless you and JTF agree otherwise, any arbitration hearing will take place at a location convenient to you in the area where you receive or received any of the Web Sites from JTF; or, if you reside in a location outside of the area where you receive or received any of the Web Sites, then the arbitration hearing will take place at a location convenient to you in the county where you reside. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
22. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. 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. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION.
23. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be governed by the AAA rules. If your claims seek less than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be JTF’s responsibility. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the AAA’s fees and costs shall be governed by the AAA Rules and you shall reimburse JTF for all fees and costs that were your obligation to pay under the AAA Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, JTF will pay all fees and costs that it is required by law to pay.
24. Survival. This Arbitration Provision will survive the termination or expiration of these Terms.
25. General Legal Terms

The Terms constitute the whole legal agreement between you and JTF and govern your use of the Web Sites, and completely replace any prior agreements between you and JTF in relation to the Web Sites.

WHETHER IN COURT OR IN ARBITRATION, YOU AND JTF AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY.

Upon termination of these Terms for any reason, JTF and its suppliers reserve the right to delete all your data, files, electronic messages, or other information that is stored on JTF’s or its suppliers’ servers or systems. JTF shall have no responsibility whatsoever for the loss of any such data.

You agree that JTF may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Web Sites.

You agree that if JTF does not exercise or enforce any contractual or legal right or remedy to which it is entitled, this will not be taken to be a formal waiver of JTF’s rights and that those rights or remedies will still be available to JTF.

You acknowledge and agree that each subsidiary of JTF is a third-party beneficiary to the Terms and is entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, there are no other third-party beneficiaries to the Terms.

The Terms, and your relationship with JTF under the Terms, shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. By using the Web Sites, you consent to the exclusive jurisdiction of the state and federal courts in Philadelphia, Pennsylvania, in all disputes arising out of or relating to the Terms or Web Sites that are not subject to the Arbitration Provision above.