Terms of Use

Welcome to the Samuel French online store (the “Website”). The Website is owned and operated by Samuel French Inc. (“Samuel French,” “we” or “us”). Please read these Terms of Service, together with the Samuel French Privacy Policy (“Privacy Policy,” a copy of which may be found at https://www.samuelfrench.com/resources/privacy which is hereby incorporated by reference as if fully set forth herein) (collectively the “Terms”), fully and carefully before accessing or using the Website or any activities, content, products, and/or services made available by Samuel French (together with the Website, the “Services”). You, the end user of the Website and Services, shall herein be referred to as “You.” The Terms set forth the legally binding terms and conditions governing your access to and use of the Services.

 

By using the Services in any manner, You, just as if You had done so in writing, (i) acknowledge that You have read and understood the Terms, (ii) represent and warrant that You are at least thirteen (13) years of age or older, (iii) if applicable, You have the authority to enter into these Terms on behalf of any person or entity for whom You are accessing or using the Services, and (iv) agree to these Terms and all other rules, policies, and procedures that may be published on the Website from time to time, each of which are incorporated into these Terms and each of which may be updated without notice to you. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by reference. These Terms are binding upon any use of the Services and apply to You from the time that Samuel French provides You with access to the Services.

We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time, provided that we may only amend the alternative dispute, venue and time limit of claims provisions to the extent allowed by applicable law. Please check these terms periodically for changes. Your continued use of this Samuel French Website following the posting of changes to these terms will mean you accept those changes. Any rights not expressly granted herein are reserved to Samuel French.

 

  1. PERMITTED USE

You agree that you are only authorized to visit, view and to retain a copy of pages of this Website for your own personal use, and that you shall not duplicate, download, publish, modify or otherwise distribute the material on this Website for any purpose other than to review the information therein, for personal use, or to purchase products or subscriptions for your personal use, unless otherwise specifically authorized by Samuel French to do so. The content and software on this Website is the property of Samuel French, Inc. and/or its suppliers and is protected by U.S. and international copyright laws. We post a legal notice and various credits on pages of the Website, which may not be removed. Please do not remove this notice or these credits, or any additional information contained along with the notices and credits.

 

  1. USER ACCOUNTS

    In order to use certain services or features on the Website, or to participate in certain activities on the Website, you may need to create an account on the Website and submit certain personal and/or demographic information.  Samuel French's information collection and use policies with respect to user information are set forth in the Website's Privacy Policy.  When creating your account, you agree to provide only true, accurate, current and complete information, and you accept all responsibility for all activities that occur under your account or password, if any.  You should not sell, transfer nor assign your account or allow others to use it, and you are responsible for maintaining the confidentiality of your user name and password.  Samuel French reserves the right, in its sole discretion and without notice to you, to terminate your account and/or to restrict your access to all or part of the Website for any reason, including without limitation for extended periods of inactivity.

    You are responsible for all activity occurring when this site is accessed through your account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.

    SAMUEL FRENCH DOES NOT PRE-SCREEN OR APPROVE USER PROFILES, AND CANNOT GUARANTEE THAT A USER PROFILE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF THE PROFILE. SAMUEL FRENCH IS NOT RESPONSIBLE FOR THE CONTENT OF ANY USER PROFILE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY SUCH PROFILE, INCLUDING HOW THE OWNER OF THE PROFILE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS. YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH THE SITE.

 

  1. FEES
    • Generally.You may be required to pay fees to access certain features of the Services. All fees are in U.S. dollars and are non-refundable. If Samuel French changes the fees for all or part of the Services, including by adding fees or charges, Samuel French will provide you advance notice of those changes. If you do not accept the changes, Samuel French may discontinue providing the applicable part of the Services to you. Samuel French’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize Samuel French to charge all fees for the Services you select to that payment method. If you pay any fees with a credit card, Samuel French may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
    • Subscriptions.The Services may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize Samuel French to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). Samuel French may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by contacting us at: info@samuelfrench.com or through your settings page for the paid feature.

 

  1. YOUR OBLIGATIONS AND RESPONSIBILITIES
    • General obligations: You must only use the Services for Your own lawful internal purposes, in accordance with these Terms and any additional or amended terms and conditions posted on the Website or App and/or noticed to you by Samuel French.
    • Registration: If registration is required to use the Services, You must provide accurate complete information and keep Your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in Your eligibility to use the Services, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You shall have the ability to delete Your account, either directly or through a request made to one of our employees or affiliates.
    • Access conditions: You must ensure that all usernames and passwords required to access the Services are kept secure confidential. You must immediately notify Samuel French of any unauthorized use of Your passwords or any other breach of security and Samuel French will reset Your password. You must take all other actions that Samuel French reasonably deems necessary to maintain or enhance the security of Samuel French’ computing systems and networks and Your access to the Services.
    • Prohibited Uses: As a condition of use, You promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of Your activity in connection with the Services. When accessing and using the Services, You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or facilitate distribution of any User Content on or through the Services that:
      • Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
      • You know is false, misleading, untruthful or inaccurate;
      • is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
      • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
      • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, User Content, password or other information of Samuel French’s or of any third party;
      • may damage Samuel French’s, or any other person or entity’s, computing devices or software or may in any way which may impair the functionality of the Services, Website, or App, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
      • constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website or App except as is strictly necessary to use either of them for normal operation;
      • constitutes an attempt to undermine the security or integrity of Samuel French’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
      • constitutes an attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
      • impersonates any person or entity, including any of our employees or representatives; or
      • includes anyone’s identification documents or sensitive financial information.
    • Usage Limitations: Your use of the Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Samuel French’s application programming interface. Any such limitations will be specified within the applicable Services. Samuel French reserves the right to deny or terminate Services to users who generate excessive calls to third party APIs.
    • Affiliate Program: From time to time, Samuel French may implement an affiliate program through which entities may help Samuel French obtain end users in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by Samuel French at the time of implementation with an affiliate
    • Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Services (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Services, You represent that You are permitted to make such communication. Samuel French shall have the option to monitor and review the communications in any forum, chat room or message center on the Website. Notwithstanding the foregoing, Samuel French is under no obligation to ensure that the communications on the Services are legitimate or that they are related only to the use of the Services. As with any other mobile- or web-based forum, You must exercise caution when using the communication tools available on the Services. However, Samuel French does reserve the right to remove any communication at any time in its sole discretion.
    • Social Media Websites Samuel French may encourage online interactions on social media platforms. Any content you post, such as pictures, comments, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the Terms & Conditions and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.
    • Indemnity: You agree to defend, indemnify, and hold harmless Samuel French, its affiliates, and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, the Services, including Your violation of the Terms, infringement by You or any third party using Your account or identity in the Services of any intellectual property or other right of any person or entity, and Your breach of any of these Terms or any obligation You may have to Samuel French. We reserve the right to assume the exclusive defense control of any matter otherwise subject to indemnification by You, in which event You will assist cooperate with us in asserting any available defenses.

 

  1. INTELLECTUAL PROPERTY
    • General: Except as expressly provided herein, Samuel French alone retains all Intellectual Property Rights relating to the Services. “Intellectual Property Rights” mean any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information or documentation provided by You relating to the Services (“Feedback”) shall be assigned by You to Samuel French. Samuel French will be free to use or disseminate Feedback. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
    • Ownership of User Content: You shall retain all Intellectual Property Rights (if any) in Your User Content hereby grant Samuel French a license to use, copy, transmit, store, and back-up Your information and User Content for the purposes of enabling You to access and use the Services and for any other purpose related to provision of the Services to You. “User Content” means any user content and/or information inputted by You or on Your behalf into the Website. You also hereby grant Samuel French a license and right to use the User Content anonymously and in the aggregate to improve the Services and provide the Services to other customers.
    • Backup of User Content: You must maintain copies of all User Content inputted into the Services. Samuel French adheres to industry-standard policies and procedures to prevent User Content loss, but does not make any guarantees that there will be no loss of User Content. Samuel French expressly excludes liability for any loss of User Content no matter how caused.
    • Third party applications and Your User Content: The Services may permit You to link to certain other websites, services or resources (“Third-Party Applications”) on the Internet, and certain Third-Party Applications may contain links to the Services. If You choose to enable Third-Party Applications for use in conjunction with the Services, You do so at Your own risk. These Third-Party Applications are not under our control. You acknowledge that Samuel French may allow the providers of those Third-Party Applications to access Your User Content as required for the interoperation of such Third-Party Applications with the Services. You further acknowledge and agree that Samuel French shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Application, or for any disclosure, modification or deletion of Your User Content by any Third-Party Applications. Samuel French is not responsible for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any Third-Party Applications before enabling their use in conjunction with the Services.
    • Third party content: Content from other users, suppliers, advertisers, and other third parties, including Third-Party Applications, may be made available to You through the Services. Because Samuel French does not control such content, You agree that Samuel French is not responsible for any such content. Samuel French does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and Samuel French assumes no responsibility for unintended, offensive, indecent, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. You understand that by using the Services You may be exposed to third-party websites that You find. Samuel French makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Applications accessible from the Website or App. Samuel French provides these links for Your convenience only and does not control such websites. Samuel French’ inclusion of links to such websites does not imply any endorsement of the materials on such Third-Party Applications or any association with their operators. The Services may contain links to websites that are operated by Samuel French but which operate under different terms.
    • It is Your responsibility to review the privacy policies and terms of service of any other website or mobile application that You visit. YOU AGREE THAT IN NO EVENT WILL SAMUEL FRENCH BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

 

  1. WARRANTIES AND ACKNOWLEDGEMENTS
    • Authority: You warrant that where You have registered to use the Services on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and to bind that person or entity to perform any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
    • Acknowledgement: You acknowledge that: You are also authorized to access the processed information and User Content that is made available to You through Your use of the Website or App and the Services (whether that information and User Content is Your own or that of anyone else).
    • Samuel French has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website or App on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You acknowledge and agree that:
      • You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any person or entity who is given access to User Content;
      • You agree that Samuel French has no obligation to provide any person or entity access to such information or User Content without Your authorization and may refer any requests for information to You to address; and
      • You will indemnify Samuel French against any claims or loss relating to:
        • Samuel French’s refusal to provide any person access to Your information or User Content in accordance with these Terms,
        • Samuel French’s making available information or User Content to any person with Your authorization.
      • Samuel French does not warrant that use of the Services will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Samuel French is not in any way responsible for any such interference or prevention of Your access or use of the Services.
      • It is Your sole responsibility to determine that the Services meet Your needs are suitable for the purposes for which they are used.
      • You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to Your User Content via the Services and the Website and App will comply with laws applicable to You.
    • Warranty Disclaimer: THE SERVICES PROVIDED BY SAMUEL FRENCH TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. SAMUEL FRENCH HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. SAMUEL FRENCH DOES NOT WARRANT THAT THE SERVICES WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
    • YOU ARE SOLELY RESPONSIBLE FOR DETERMINING HOW TO PARTICIPATE IN ANY SAMUEL FRENCH ACTIVITIES AND SERVICES IN A SAFE, RESPONSIBLE, APPROPRIATE AND LAWFUL MANNER. YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR CONSEQUENCE THAT MAY ARISE AS A RESULT YOUR ENGAGEMENT WITH, PARTICIPATION IN THE SERVICES, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR CONSEQUENCE ARISING AS A RESULT OF ANY TRESPASS ON THE PROPERTY OF ANOTHER, BODILY INJURY OR DEATH CAUSED TO YOU OR ANOTHER, PROPERTY DAMAGE EXPERIENCED BY YOU OR ANOTHER OR ANY OTHER HARM OF ANY KIND CAUSED TO YOU OR ANOTHER. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR YOUR OWN REASONED DECISION MAKING. YOU MUST NOT RELY ON THE SERVICES IN ISOLATION FROM YOUR OWN JUDGMENT.

 

  1. COPYRIGHT INFRINGEMENT TAKE-DOWN REQUEST PROCEDURE, UNDER THE DIGITIAL MILLENNIUM COPYRIGHT ACT (DCMA): We respect the intellectual property right laws as we expect all visitors or customers of our website to respect our rights under the applicable law. A copyright owner can, under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c), submit a notice to us. To submit such a copyright infringement notification with us, you will need to send us a written communication. We request the initial contact be emailed to us at   info@samuelfrench.com If you would like to mail us a hard copy, please ask for our mailing address in the email. We expect that the following information is included in your notice: 1) a clear identification of the infringed material that is protected, and information reasonably sufficient to permit Samuel French to locate the material; 2) if possible, we expect you to provide the URLs in the body of your notification email; 3) contact information of the complaining party, such as an address, telephone number, and email address at which Samuel French may establish contact with such individual, or the individual's agents; and 4) a signed letter authorizing an agent to act on behalf of the owner of the allegedly infringed right.

 

  1. LIMITATION OF LIABILITY
    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAMUEL FRENCH EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, USER CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, SAMUEL FRENCH’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
    • IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST SAMUEL FRENCH WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE FEES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO SAMUEL FRENCH IN THIS SECTION ALSO INCLUDES ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    • If You are not satisfied with the Services, Your sole and exclusive remedy is to terminate these Terms in accordance with Section 9 (Termination) below.

 

  1. TERMINATION
    • No-fault termination: These Terms will be in effect and continue for any period you are using the Services. Samuel French reserves the right for any or no reason to immediately:.
      • Terminate Your use of the Services and the Website;
      • Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
      • Suspend or terminate Your access to all or any User Content;
      • Take any of the actions above with respect to any or all other persons whom You have authorized to have access to Your information or User Content.
    • For the avoidance of doubt, Samuel French may suspend or terminate Your use of the Services, the authority for all or any use of the Services, or Your rights of access to all or any User Content.
    • Accrued Rights: Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
      • remain obligated to refrain from any actions prohibited by the Terms that survive termination; and
      • immediately cease to use the Services and the Website.

 

  1. HELP DESK
    • Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Samuel French. If You still need technical help, please check the support provided on the Website or email us at info@samuelfrench.com
    • Service availability: While Samuel French intends that the Services should be available from 9:00am to 6:00pm EST during business days (Monday, Tuesday, Wednesday, Thursday and Friday), it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason Samuel French has to interrupt the Services for longer periods than Samuel French would normally expect, Samuel French will use reasonable endeavors to publish in advance details of such activity on the Website or App.

 

 

  1. ALTERNATIVE DISPUTE RESOLUTION You agree that any dispute arising out of or relating to these Terms and Conditions, including the alleged breach, termination, validity, interpretation and performance thereof (“Dispute”) shall be resolved with the following procedures:

10.1 Negotiation

  • Upon written notice of any Dispute, the parties shall attempt to resolve it promptly by negotiation between executives who have authority to settle the Dispute and this process should be completed within 30 days (the “Negotiation”).

10.2 Mediation

  • If the dispute has not been resolved by Negotiation in accordance with paragraph 10.1, then the parties shall proceed to mediation unless the parties at the time of the dispute agree to a different timeframe. A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the mediation process. The parties shall agree on a mediator; however, if they cannot agree within 14 days then a mediator will be chosen by an arbitrator selected pursuant to the rules of the American Arbitration Association ("AAA") who will then select such mediator from a list of distinguished neutral mediators maintained by the AAA. The mediation session shall be held within 45 days of the retention of the mediator, and last for at least one full mediation day, before any party has the option to withdraw from the process. The parties may agree to continue the mediation process beyond one day, until there is a settlement agreement, or one party or the mediator states that there is no reason to continue because of an impasse that cannot be overcome and sends a “notice of termination of mediation.” All reasonable efforts will be made to complete the mediation within 30 days of the first mediation session.
  • During the course of the mediation, no party can assert the failure to fully comply with paragraph 10.1, as a reason not to proceed or to delay the mediation. The service of the Notice of Mediation shall stay the running of any applicable statute of limitations regarding the Dispute until 30 days after the parties agree that the mediation is concluded or the mediator issues a Notice of Impasse. Each side shall bear an equal share of the mediation costs unless the parties agree otherwise.
  • All communications, both written and oral, during Negotiation and Mediation are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the Dispute, that would otherwise be discoverable, do not become confidential simply because they are used in the Negotiation and/or Mediation process.
  • The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.

10.3 Arbitration

  • Any Dispute not resolved through negotiation or mediation in accordance with paragraphs A and B shall be resolved by final and binding arbitration in accordance with the rules of the AAA. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
  • The arbitration will be held in the State of New York using one arbitrator, unless the Dispute exceeds one million dollars (USA) in which case there shall be three neutral arbitrators, as a panel. The arbitrators may award costs and/or attorneys’ fees to the prevailing party. The parties understand that arbitration is final, binding and conclusive upon you and Samuel French and your and Samuel French’s respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence and that they are waiving their rights to other resolution processes (such as court action or administrative proceeding). In no event shall either you or Samuel French be entitled to punitive, special, indirect or consequential damages and both you and Samuel French hereby waive your and Samuel French’s respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.
  • There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms and Conditions as a court would.
  • We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.By using Samuel French you consent to these restrictions and give up your right to participate in or bring class actions.
  • Should a dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and Samuel French, jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in the Southern District of New York. You also acknowledge and understand that, with respect to any dispute with the Samuel French arising out of or relating to your use of the Website, purchase of the Samuel French Services, or these Terms:    YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
  • In the event of any legal proceeding between any the party to these Terms and Conditions to enforce or defend the terms hereof, the prevailing party shall be paid all costs of such legal proceeding, including but not limited to reasonable and necessary attorney’s fees, court costs, travel, etc., by the other party.

 

  1. GENERAL
    • Entire agreement: These Terms, which as stated above incorporate by reference the Privacy Policy and any additional or amended terms and conditions applicable to the Services, constitute the entire agreement between you and us with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and us with respect to the Services.
    • Modification. Samuel French reserves the right, in its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website and/or App or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes, which will apply to Your continued use of the Services going forward. Your use of the Services is subject to the Terms in effect at the time of such use.
    • Force Majeure: Samuel French shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
    • Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense (except as expressly permitted hereunder) Your license and/or right hereunder without Samuel French’s written consent. Samuel French may assign, transfer or delegate any of its rights and obligations hereunder without consent.
    • Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.
    • No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.
    • Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
    • Governing law and jurisdiction: These Terms shall be governed by construed in accordance with the laws of the State of New York, including its conflict of law rules, and the laws of the United States. You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and federal courts in the State of New York.
    • Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
    • Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission or receipt. Notices to Samuel French must be sent to info@samuelfrench.com or to any other email address notified by email to You by Samuel French. Notices to You will be sent to the email address which You provided when setting up Your access to the Services.

 

Last updated: May 17, 2018